Common use of Approvals Clause in Contracts

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither Upon a proposed transfer or issuance of Shares by or to any Stockholder pursuant to Sections 2.2 to 2.8 of this Agreement, the CorporationCompany shall promptly make all filings (if any) which it is required to make under the HSR Act, Amneal LLC nor for such proposed transfer of the Shares, and the Company agrees to furnish any direct or indirect subsidiary of Amneal LLC that is treated Stockholder with such necessary information and reasonable assistance as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose such Stockholder may reasonably request in connection with the preparation of any asset held on necessary filings or prior submissions to the Closing Date by Amneal LLC Federal Trade Commission (“FTC”) or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 Antitrust Division of the Code) from all such dispositions during such twelve U.S. Department of Justice (12) month period would be in excess of $40,000,000the “Antitrust Division”), unless (i) including any filings or notices necessary under the Membership Representative provides HSR Act. The Company shall, at its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to own expense, use its reasonable best efforts to ensure thatrespond to any request for additional information, during or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the taxable periods in which any Member is allocated gain attributable Company with respect to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityproposed transfer. (b) Neither the Corporation, Amneal LLC nor Each Stockholder shall promptly make any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, filings which it is required to make under the HSR Act with respect to such proposed transfer and such Stockholder agrees to furnish the Company with such necessary information and reasonable assistance as it may request in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing connection with its preparation of any payment made hereunder) without necessary filings or submissions to the prior written consent of FTC or the Member RepresentativeAntitrust Division, including any filings or notices necessary under the HSR Act. Each Stockholder will, at its own expense, use its reasonable best efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which consent may be granted or withheld in made by any Governmental Authority pertaining to such Stockholders, as the Member Representative’s sole discretioncase may be, with respect to such proposed transfer. (c) Neither Each of the Corporation nor parties hereto shall use its reasonable best efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties that may be or become necessary to effect a transfer or issuance of Shares by or to any Stockholder pursuant to Sections 2.2 to 2.7 of its subsidiaries this Agreement and will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. (d) The Company shall enter into any additional agreement providing rights similar pay all expenses and fees payable to all Governmental Authorities in connection with the filings made by it pursuant to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.ARTICLE V.

Approvals. (a) Neither Each party hereto shall proceed diligently and in good faith and shall use its reasonable best efforts to obtain, as promptly as practicable, (i) all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary for such party's execution and delivery of, and the Corporationperformance of its obligations pursuant to, Amneal LLC nor this Agreement and the other Transaction Documents, including, without limitation, all authorizations or waivers required under the HSR Act and by the New York State Department of Insurance, and (ii) all approvals and consents required under all Contracts to which the Company or any direct or indirect subsidiary of Amneal LLC that its Subsidiaries is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellparty to consummate the transactions contemplated hereby. Each party will cooperate fully (including, exchange or otherwise dispose of any asset held on or prior without limitation, by providing all information the other party reasonably requests) with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Notwithstanding anything to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date contrary in any twelve (12) month period if, following such dispositionthis Section 5.5, the cumulative “amount realized” (as that term is defined in Section 1001 of Parent and the Code) from all such dispositions during such twelve (12) month period would Company shall not be in excess of $40,000,000, unless required to agree to (i) the Membership Representative provides divestiture (including through a licensing arrangement) by the Parent or any of the Parent's Subsidiaries (including the Company and its prior written consent to such transaction (which consent may be granted Subsidiaries) of any of their respective businesses, product lines or withheld in the Member Representative’s sole discretion) assets, or (ii) the Corporation agrees imposition of any limitation on the ability of any of them to use its best efforts conduct their business or to ensure thatown or exercise control of such assets, during properties and stock (each, a "Business Restraint"). All filing fees required to be paid in connection with any filing under the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) HSR Act shall be expenses of the LLC Agreement equal Purchasers paid in accordance with Section 2.4. Notwithstanding anything herein to its Assumed Tax Liabilitythe contrary, in obtaining any consent required hereunder, the Purchasers shall not be required to consent to any restrictions on or any other Business Restraint on their businesses or those of their Affiliates nor to modify any term of (i) their investment in the Company or (ii) the Transaction Documents in any material respect. (b) Neither the CorporationThe Company shall cause LSI Title Agency, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldInc., in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent an indirect wholly-owned subsidiary of the Member RepresentativeCompany ("LSI"), which consent may be granted or withheld to proceed diligently and in the Member Representative’s sole discretiongood faith and to use its reasonable best efforts to obtain as promptly as possible after Closing state licenses required to act as a title insurance and escrow agent in Nevada and Utah. (c) Neither Each party hereto shall promptly inform the Corporation nor other parties of any communication from any Governmental Entity regarding any of its subsidiaries shall enter into the transactions contemplated by this Agreement. If any party or Affiliate thereof receives a request for additional agreement providing rights similar information or documentary material from any such Governmental Entity in respect of the transactions contemplated hereby, then such party will endeavor in good faith to this Agreement make, or cause to any Person be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (including any agreement pursuant to which the Corporation is obligated to pay amounts d) The covenants set forth in (i) Section 5.5(a) with respect to tax benefits resulting obtaining all necessary approvals from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result New York State Department of a transaction) without the prior written consent of the Member Representative Insurance (such consent not to be unreasonably withheld, conditioned or delayed"NYSDI"), unless all payments (ii) Section 5.5(b) with respect to be made state title agent licenses, and (iii) Section 5.5(c) as such Section relates to the NYSDI approval and state licenses shall continue in full force and effect after the Closing until such time as the Form A Filing is either approved or denied by the Corporation NYSDI or any of its subsidiaries pursuant to such agreement state licenses are expressly subordinate in right of payment to all payments to be made hereunderobtained or denied, as the case may be.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationLenders or the Required Lenders is required or permitted under this Agreement, Amneal LLC nor any direct each Lender agrees to give the Agent, within ten (10) days of receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or indirect subsidiary such lesser period of Amneal LLC that is treated as a partnership time required by the terms of the Loan Documents), notice in writing of approval or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any Person (including approval or consent request within any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. (a) Neither In accordance with procedures set and implemented and/or modified by Assignee from time to time, Registered Contractor shall transmit or submit for Assignee’s review the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts information with respect to tax benefits resulting each Application for which Registered Contractor seeks Approval: a. To the extent that Assignee makes available to Registered Contractor a written or electronic form of Application to obtain and record credit information from or about an Applicant at Applicant’s request to finance the purchase of a Home Improvement Project, all credit information provided by Applicant and appearing on any net operating losses such form of Application, along with any signatures required of Applicant to properly complete the Application; provided, however, that Assignee may elect instead to obtain all required credit information, or any other tax attributes such information required by Assignee to which complete such Application, directly from Applicant on behalf of Registered Contractor and Assignee; b. Description of the Corporation becomes entitled Home Improvement Project, in detail considered sufficient by Assignee; and c. Such other information or clarification of information as Assignee may request or require as a result condition of considering purchase of any Contract from Registered Contractor. Assignee will promptly process and review information regarding each Application. If Assignee grants Approval, Assignee shall notify Registered Contractor of such Approval and the corresponding Approval Amount. If the Approval is not a transactionSubsequent Approval, the Application Approval Period shall equal thirty (30) without calendar days and the prior written consent Purchase Approval Period shall equal one hundred eighty (180) calendar days. If the Approval is a Subsequent Approval, the Application Approval Period shall equal the lesser of thirty (30) calendar days or the number of days remaining in the existing and unexpired Purchase Approval Period, and the Purchase Approval Period shall equal the number of days remaining in the existing and unexpired Purchase Approval Period. Registered Contractor shall immediately notify Applicant of each Application Approval, Application Approval Period, and Approval Amount. If, for any reason whatsoever, Assignee determines that Approval will not be granted, it will so notify Registered Contractor and, in addition, Assignee shall take whatever action regarding such declination of the Member Representative (Application as Assignee deems necessary to comply with applicable law, including, without limitation, responding to any Applicant’s inquiry in connection with such consent not declination, and sending an appropriate notice of adverse action directly to be unreasonably withheldthe Applicant. Registered Contractor shall not, conditioned or delayed)for any reason whatsoever, unless all payments communicate to be made by Applicant regarding Assignee’s declination of the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderApplication.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated Except as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date set forth in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without with the prior written consent of the Member RepresentativeRequired Commitment Parties, during the period from the date of this Agreement to the earlier of the Plan Effective Date and the date on which consent may be granted this Agreement is terminated in accordance with its terms, the Company shall use, and shall cause its subsidiaries to use, commercially reasonable efforts to reasonably promptly take all actions and prepare and file all necessary documentation (including by reasonably cooperating with the Backstop Parties as to the appropriate time of filing such documentation and its content) and to effect all applications that are reasonably necessary or withheld advisable in connection with seeking any governmental approval, exemption or authorization from any governmental authority, including under any Antitrust Laws, that are reasonably necessary to consummate and make effective the Member Representative’s sole discretion. (c) Neither transactions contemplated by this Agreement. To the Corporation nor any extent permitted by applicable law, the Company and each of its subsidiaries shall enter into reasonably promptly notify the Backstop Parties (and furnish to them copies of, if requested) of any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting communications from any net operating losses antitrust or other tax attributes regulatory authority and shall not participate in any meeting with any such antitrust or regulatory authority unless they consult with the Backstop Parties in advance to which the Corporation becomes entitled as extent permitted by applicable law and give the Backstop Parties a result of a transaction) without the prior written consent of the Member Representative (such consent not reasonable opportunity to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any attend and participate thereat. The Company and each of its subsidiaries pursuant shall not take any action that is intended or would reasonably be expected to such agreement materially impede or delay the ability of the parties hereto to obtain any necessary approvals required for the transactions contemplated by this Agreement. For purposes of this Agreement, “Antitrust Laws” means the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and any similar law enforced by any governmental antitrust entity of any jurisdiction regarding pre-acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are expressly subordinate in right designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of payment to all payments to be made hereundermonopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

Approvals. (a) Neither the CorporationUnified and UBC shall proceed expeditiously, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to cooperate fully and use its their best efforts to ensure thatassist Blue River in procuring upon reasonable terms and conditions all consents, during the taxable periods authorizations, approvals, registrations and certificates, in completing all filings and applications and in satisfying all other requirements prescribed by law which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) are necessary for consummation of the LLC Transaction on the terms and conditions provided in this Agreement equal to its Assumed Tax Liabilityat the earliest possible reasonable date. (b) Neither Any materials or information provided by Unified or UBC to Blue River for use by Blue River in any filing with any state or federal regulatory agency or authority shall not contain any untrue or misleading statement of material fact or shall omit to state a material fact necessary to make the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldstatements contained therein, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent light of the Member Representativecircumstances in which they are made, which consent may be granted not false or withheld in the Member Representative’s sole discretionmisleading. (c) Neither the Corporation nor any of its subsidiaries Subject to Section 4.04 hereof and all applicable securities laws, Unified shall enter into any additional agreement providing rights similar to submit this Agreement to any Person its stockholders for approval and adoption at a meeting to be called and held in accordance with applicable law and the Amended and Restated Certificate of Incorporation, as amended, and By-Laws of Unified as soon as reasonably possible following approval of the Transaction by the OTS, or such earlier date as the Board of Directors shall determine. The Board of Directors of Unified, consistent with its fiduciary duties, shall (including any agreement pursuant i) recommend to which Unified's stockholders that such stockholders approve and adopt this Agreement and the Corporation is obligated transactions contemplated hereby and (ii) use its best efforts in soliciting proxies voting in favor of this Agreement from Unified's stockholders. (d) Unified shall have primary responsibility for the preparation (subject to pay amounts the review and consent of Blue River with respect to tax benefits resulting from matters relating to Blue River) and filing, and shall bear the costs, of any net operating losses or other tax attributes to proxy statement which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not may be required to be unreasonably withheldprovided to the stockholders of Unified (the "Proxy Statement"). Within thirty (30) days after the date hereof, conditioned Unified shall file the Proxy Statement with the United States Securities and Exchange Commission (the "SEC"). Unified shall promptly respond to any comments or delayed)supplemental information requests from the SEC. Unified shall provide Blue River's legal counsel a reasonable opportunity to review the Proxy Statement and such responses to comments or supplemental information prior to their filing and shall provide to Blue River's legal counsel copies of all material written communications to or from the SEC relating to the Proxy Statement, unless all payments to be made promptly upon filing or receipt by the Corporation Unified or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereundercommunications.

Approvals. (a) Neither Without limiting the Corporationgenerality of the foregoing, Amneal LLC nor during the continuance of an Event of Default, each Grantor shall take any direct action which the Collateral Agent may reasonably request in order to assign, or indirect subsidiary to transfer control of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellthe holder of, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC Collateral Agent, or any entity that was such one or more third parties as the Collateral Agent may designate, or to a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 combination of the Code) foregoing, each Communications License, CATV Franchise or PUC Authorization or other approval from all a Governmental Authority and the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction to enforce such dispositions during obligations. Such receiver shall be instructed to seek from the Governmental Authority approval for an involuntary assignment of, or transfer of control of the holder of, each such twelve (12) month period would Communications License, CATV Franchise or PUC Authorization or other approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be in excess transferred. Each Grantor hereby agrees to authorize and make application for such an involuntary assignment or transfer of $40,000,000control upon the request of the receiver so appointed and, unless (i) if such Grantor shall refuse to authorize and make application for the Membership Representative provides assignment or transfer of control, its prior written consent to such transaction (which consent approval may be granted or withheld in required by the Member Representative’s sole discretion) or (ii) the Corporation agrees to court. Furthermore, each Grantor shall use its best efforts to ensure thatassist in obtaining approval of any Governmental Authority, during if required, for any action or transaction contemplated by this Agreement, including, without limitation, the taxable periods preparation, execution and filing with any Governmental Authority of the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Communications License, CATV Franchise or PUC Authorization or other approval, or to the transfer of control of the holder thereof, necessary or appropriate under the rules and regulations of any Governmental Authority for the approval of the assignment of any portion of the assets of such Grantor, together with any Communications License, CATV Franchise or PUC Authorization or other approval, or the transfer of control of the holder thereof. Because each Grantor agrees that the Collateral Agent’s remedy at law for failure of such Grantor to comply with the provisions of this Section 5.7 would by inadequate and that such failure would not be adequately compensable in which any Member is allocated gain attributable to such transactiondamages, each Grantor agrees that these covenants and agreements may be specifically enforced, and each Grantor hereby waives, and agrees not to assert, any defenses against an action for specific performance of such Member receives distributions pursuant to Section 4.01(b) covenants. Notwithstanding the foregoing, the Lenders and the Collateral Agent understand and agree that the assignment or transfer of control of some of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made Communications Licenses requires advance approval by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderFCC.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationLenders, Amneal LLC nor any direct the Majority Revolving Credit Lenders or indirect subsidiary the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any Person (including approval or consent request within any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated Except as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date set forth in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without with the prior written consent of the Member RepresentativeRequired Backstop Parties, during the period from the date of this Agreement to the earlier of the Plan Effective Date and the date on which consent may be granted or withheld this Agreement is terminated in accordance with its terms, the Member Representative’s sole discretion. (c) Neither the Corporation nor any Company and each of its subsidiaries shall enter into any additional agreement providing rights similar use commercially reasonable efforts to this Agreement to any Person take all actions and prepare and file all necessary documentation as promptly as reasonably practicable (including by reasonably cooperating with the Backstop Parties as to the appropriate time of filing such documentation and its content) and to effect all applications that are necessary in connection with seeking any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting governmental approval, exemption or authorization from any net operating losses Governmental Entity, including under any Antitrust Laws, that are necessary to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Company and its subsidiaries will reasonably cooperate with the Backstop Parties in preparing and filing all necessary documentation and to effect all applications that are necessary in connection with seeking any governmental approval, exemption or other tax attributes authorization from any Governmental Entity. To the extent permitted by applicable law, the Company shall reasonably promptly notify the Backstop Parties (and furnish to which them copies of, if requested) of any communications from Governmental Entities and shall not participate in any meeting with any such authority unless it consults with the Corporation becomes entitled as Backstop Parties in advance to the extent permitted by applicable law and gives the Backstop Parties a result of a transaction) without the prior written consent of the Member Representative (such consent not reasonable opportunity to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any attend and participate thereat. The Company and each of its subsidiaries pursuant shall not take any action that is intended or reasonably likely to such agreement materially impede or delay the ability of the parties hereto to obtain any necessary approvals required for the transactions contemplated by this Agreement. For purposes of this Agreement, “Antitrust Laws” means the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and any similar law enforced by any governmental antitrust entity of any jurisdiction regarding pre-acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are expressly subordinate in right designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of payment to all payments to be made hereundermonopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate All communications from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior Administrative Agent to the Closing Date by Amneal LLC Lenders requesting the Lenders’ determination, consent, approval or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless disapproval (i) shall be given in the Membership Representative provides form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or time as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by the Loan Parties in respect to the matter or issue to be resolved, and (iv) shall include Administrative Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request from Administrative Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all the Lenders, Administrative Agent shall submit its prior written recommendation or determination for approval of or consent to such transaction recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination of the Required Lenders (which consent may and each nonresponding Lender shall be granted or withheld in the Member Representative’s sole discretiondeemed to have concurred with such recommended course of action) or (ii) all the Corporation agrees to use its best efforts to ensure thatLenders, during as the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilitycase may be. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Corporationaffected Lenders, Amneal LLC nor any direct all Lenders, the Majority Lenders or indirect subsidiary Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §12.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §12.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without the prior written such Lender’s failure to respond to any approval or consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or request within any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period. .

Approvals. (a) Neither All approvals by CKI required under this Agreement must be obtained in advance of use of the Corporationitem subject to approval, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate which approval must be in writing from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior CKI to the Closing Date by Amneal LLC or any entity that was Licensee. Except as otherwise expressly provided hereunder, a subsidiary submission for approval shall be deemed approved unless CKI delivers a notice of Amneal LLC prior disapproval within 10 business days after its receipt of a written request for approval (together with the submission as well as all information, details and specifications reasonably necessary to the Closing Date in any twelve (12) month period ifreview, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 determine and provide an approval). All matters requiring approval of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may CKI shall be granted or withheld in the Member Representativesole and absolute good-faith discretion of CKI and may be based solely on CKI’s sole discretion) subjective aesthetic standards. CKI shall provide an explanation for disapprovals, unless such disapproval reflects an issue of taste or (ii) subjective judgement. CKI has no obligation to approve, review or consider any item which does not strictly comply with the Corporation agrees required submission procedures. Approval by CKI shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. No disapproved item shall be manufactured, sold, used, distributed or advertised by the Licensee under the Licensed Mark. Xxe Licensee may revise any disapproved item and resubmit it. The Licensee must strictly comply with all of CKI’s decisions. CKI may amend the approval forms as appropriate. Otherwise, the parties may mutually agree to use its best efforts amend the approval forms as they deem appropriate. In the event that it is reasonably necessary for CKI to ensure thatdo on-site approvals, during the taxable periods in which Licensee shall pay any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts reasonable expenses and airfare incurred by CKI with respect to tax benefits resulting from such on-site approvals. CKI to provide Licensee with advance notice as to any net operating losses such trips or other tax attributes anticipated on-site approval situations to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderreasonably co-ordinate with Licensee.

Approvals. (a) Neither ELC agrees to seek Diligently and in a manner consistent with the Corporation, Amneal LLC nor any direct or indirect subsidiary terms of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to this Agreement and the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such dispositionLiquefaction Service contemplated hereunder, the cumulative “amount realized” (as that term is defined in regulatory approvals, including authorizations from the FERC under Section 1001 3 of the Code) Natural Gas Act to construct the Liquefaction Facilities and to provide the Liquefaction Service and authorizations or approvals from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent any other regulatory agencies or governmental permits as may be granted or withheld in necessary to survey, construct, install and operate the Member Representative’s sole discretion) or (ii) Liquefaction Facilities and perform the Corporation agrees Liquefaction Service, collectively along with the FERC Authorizations referred to use its best efforts to ensure that, during as the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability“Governmental Authorizations.” (b) Neither ELC reserves the Corporationright to file and prosecute applications for any required approval, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition supplement or amendment to an application, and all prior Subsequent Acquisitions could, to seek any court review as ELC reasonably deems in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent best interests of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionELC Liquefaction Facilities. (c) Neither The Parties agree to execute and deliver all other reasonable additional instruments and documents and to do all other acts as may be reasonably necessary to effect the Corporation nor terms and provisions of this Agreement. (d) The Parties shall work cooperatively to draft the applications for the Governmental Authorizations described in Sections 2.03(a); provided, however, that ELC shall promptly (but in any event at least 30 days prior to the intended filing date thereof) provide Customer with drafts of ELC’s application for the Governmental Authorizations and any amendment(s) thereto, including, without limitation, all exhibits and attachments, and materials relating to environmental matters (with the exception of confidential information of other shippers); provided, further, ELC shall not make any material changes to such applications thereafter without prior notice to Customer, in which event Customer will have another opportunity to comment on those parts of the draft applications, under the procedures set forth herein. Customer will notify ELC within eight (8) business days after the date of receipt of such draft applications and within three (3) business days after the receipt of any amendments or modification thereto whether Customer has any reasonable objections to such applications, describe the specific language to which it objects, and allow ELC a reasonable opportunity to revise such applications to address the Customer’s objections. ELC shall endeavor in good faith to incorporate Customer’s comments on such drafts in to ELC’s filing(s) with the applicable regulatory agencies to the extent such comments are not inconsistent with this Agreement, including all appendices hereto. Customer will have no obligation to support such applications if (a) Customer has provided notice of such objections to ELC and ELC has not adequately addressed the objections in Customer’s reasonable judgment, or (b) if ELC makes a modification to any section of the applications that was not previously provided to Customer that materially changes the scope, content or intent of the section being modified, and Customer determines, in its reasonable judgment, that such material modification(s) to the applications contain any new or revised provision, term or condition that is inconsistent with this Agreement or materially adverse to Customer. (e) ELC shall provide Customer with reasonable advance notice of all pre-arranged meetings between ELC and any Governmental Authorities where the ELC Liquefaction Facilities may be discussed and Customer shall have the opportunity to attend such meetings. To the extent permitted by law, ELC shall copy, or provide a corresponding copy to, Customer of all correspondence that ELC receives between any Governmental Authorities and ELC or its Affiliates that mentions the ELC Liquefaction Facilities. (f) ELC shall endeavor with Diligence to receive the order from FERC granting the FERC Authorizations to construct the ELC Liquefaction Facilities and provide the Liquefaction Services under the terms of this Agreement (“ELC FERC Order”), on or before a date that is thirty (30) months after the date of ELC’s submission of its subsidiaries initial application (which shall enter into not be considered to be the Prefiling Request or any additional agreement providing rights similar filing in a FERC prefiling docket) to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts FERC with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation ELC Liquefaction Facilities or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderamendment thereto.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated Each Party shall cooperate and use reasonable efforts to obtain as a partnership or is disregarded promptly as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose practicable all Consents of any asset held on or prior to the Closing Date by Amneal LLC Governmental Entity or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period ifother Person, following such dispositionincluding, without limitation, the cumulative “amount realized” (Sellers Required Consents, the Companies Required Consents, the Purchaser Required Consents, the Sellers Required Statutory Approvals, the Companies Required Statutory Approvals and the Purchaser Required Statutory Approvals, as applicable, required in connection with, and waivers of any breaches or violations of any written contracts or agreements, Permits or other documents that term is defined in Section 1001 may be caused by, the consummation of the Code) from transactions contemplated by this Agreement. In furtherance of the foregoing, Purchaser shall take all such dispositions during such twelve (12) month period would be in excess of $40,000,000actions, unless including, without limitation, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Membership Representative provides its prior written consent to sale, divestiture or disposition of such transaction (which consent may be granted assets or withheld in businesses of any of Parent, Purchaser or any of their Subsidiaries or, after the Member Representative’s sole discretion) Closing Date, of any of HCE-Rockfort or any of the Jamaica Subsidiaries and (ii) otherwise taking or committing to take actions that limit or would limit any of Parent’s, Purchaser’s or their Subsidiaries’ (including, after the Corporation agrees to use its best efforts to ensure thatClosing Date, during the taxable periods in which HCE-Rockfort or any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal Jamaica Subsidiaries as Subsidiaries of Parent) freedom of action with respect to, or its ability to its Assumed Tax Liabilityretain, one or more of their respective businesses, product lines or assets, in each case as may be required in order to (x) obtain the Sellers Required Statutory Approvals, the Companies Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible or (y) avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. Purchaser shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation and (ii) not enter into any written agreement with any Governmental Entity that would reasonably be expected to adversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Parties (which shall not be unreasonably withheld or delayed). (b) Neither The Parties shall promptly provide the Corporationother Parties with copies of all filings made with, Amneal LLC nor and inform one another of any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldcommunications received from, any Governmental Entity in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under connection with this Agreement (including and the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontransactions contemplated hereby. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated Except as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date set forth in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without with the prior written consent of the Member RepresentativeRequired Commitment Parties, which consent may be granted or withheld in during the Member Representative’s sole discretion. (c) Neither period from the Corporation nor any date of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, the Debtors shall use reasonable best efforts to reasonably promptly take all actions and prepare and file all necessary documentation (including by reasonably cooperating with the Commitment Parties as to the appropriate time of filing such documentation and its content) and to effect all applications that are necessary in connection with seeking any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting governmental approval, exemption or authorization from any net operating losses Governmental Entity under any Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Debtors will reasonably cooperate with the Commitment Parties in preparing and filing all necessary documentation and to effect all applications that are necessary in connection with seeking any governmental approval, exemption or other tax attributes authorization from any Governmental Entity. The Debtors shall reasonably promptly notify the Commitment Parties (and furnish to which them copies of, if requested) of any communications from Governmental Entities and shall not participate in any meeting with any such authority without consulting with the Corporation becomes entitled as Commitment Parties in advance and, to the extent permitted by applicable law, including any antitrust authority, and gives the Commitment Parties a result of a transaction) without reasonable opportunity to attend and participate thereat. The Debtors shall not take any action that is intended or reasonably likely to materially impede or delay the prior written consent ability of the Member Representative Parties to obtain any necessary approvals required for the transactions contemplated by this Agreement. For purposes of this Agreement, “Antitrust Laws” means the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (such consent not the “ HSR Act”) and any similar law enforced by any governmental antitrust entity of any jurisdiction regarding pre-acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are designed or intended to be unreasonably withheldprohibit, conditioned restrict or delayed), unless all payments to be made by regulate actions or transactions having the Corporation purpose or any effect of its subsidiaries pursuant to such agreement are expressly subordinate in right monopolization or restraint of payment to all payments to be made hereundertrade or lessening of competition through merger or acquisition or effectuating foreign investment.

Approvals. (a) Neither Upon the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior terms and subject to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date conditions set forth in any twelve (12) month period ifthis Agreement and in accordance with applicable Laws, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 each of the Code) from parties to this Agreement will use all such dispositions during such twelve (12) month period would reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in excess of $40,000,000Article VIII are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable, unless including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) making, as promptly as practicable (and in any event within 10 business days of the Membership Representative provides its date hereof), an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (iii) making, as promptly as practicable, appropriate filings with other Governmental Authorities necessary or advisable to obtain the Company Required Statutory Approvals and the Parent Required Statutory Approvals; provided, however, that the Company and the Parent shall file the Company Required Statutory Approvals and the Parent Required Statutory Approvals, respectively, as promptly as is reasonably practicable after the date hereof, (iv) responding on a timely basis to any request for additional information from any Governmental Authority and (v) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties (other than Governmental Authorities) necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided that the Company shall not (and it shall not permit any Company Subsidiary or Company Joint Venture to pay, incur or become subject to any liability or commitment in respect of obtaining any such consent, approval or waiver such that, when such liability or commitment is added to all other such liabilities or commitments, the aggregate of the same exceeds $5 million. Each party shall have the right to review a reasonable time in advance and to provide comments on any filing (including any material amendments thereto) made after the date hereof and until the Initial Termination Date (as the same may be extended hereunder) by the other party or a Subsidiary (or, in the case of the Company, Joint Venture) of any party with any Governmental Authority with respect to the Merger and the party or Subsidiary making such filing shall give reasonable consideration to any changes suggested for such filing. In addition, the Company shall consult with the Parent prior written consent to making any regulatory filing (including any material amendments thereto) with the MPSC, NRC or FERC, except for routine filings made in the ordinary course of business consistent with past practice, provided that a general rate case will not be considered a routine filing for purposes of this Section 7.3(b), and provided that the Company will consult with the Parent regarding specific routine filings as reasonably requested by the Parent, and to keep the Parent reasonably informed about material developments and requests from the MPSC, NRC or FERC with respect to such transaction filings; provided, however, that in connection with any such consultation the Parent shall not be entitled to direct or manage any decisions or activities of the Company, the Company Subsidiaries or the Company Joint Ventures. The Company shall not file any such document or take such action if the Parent has reasonably objected (which consent may and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be granted expected to either (i) prevent, materially delay or withheld in materially impede the Member Representative’s sole discretion) consummation of the transactions contemplated hereby or (ii) the Corporation agrees cause a condition set forth in Article VIII to use its best efforts not be satisfied in a timely manner. The Company shall not consent to ensure that, during the taxable periods in which any Member is allocated gain attributable voluntary extension of any statutory deadline or waiting period or to such transaction, each such Member receives distributions pursuant to Section 4.01(b) any voluntary delay of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither consummation of the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under transactions contemplated by this Agreement (including at the amount or timing behest of any payment made hereunder) Governmental Authority without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionParent. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of Lenders, the CorporationRequired Supermajority Lenders, Amneal LLC nor any direct the Required Lenders, Required Revolving Credit Lenders, Required Term Loan Lenders or indirect subsidiary all affected Lenders is required or permitted under this Agreement, each Lender agrees to give the Administrative Agent, within ten (10) Business Days of Amneal LLC that is treated as a partnership receipt of the request for action from Administrative Agent (accompanied by an explanation for the request) together with all reasonably requested information related thereto (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Administrative Agent, such Lender shall in such notice to Administrative Agent describe the actions that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent acceptable to such transaction Lender. Each such request for approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (which 10) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If consent may is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Administrative Agent (a “Subsequent Approval Request”), Amneal LLC nor any then for the purposes of their respective Affiliates this clause each Lender shall make be required to respond to a request for Directions within five (5) Business Days of receipt of such request. If the Administrative Agent submits to the Lenders a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from Approval Request such Subsequent Acquisition and Approval Request shall include the following in all prior Subsequent Acquisitions couldcapital, in bolded, block letters on the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (including the amount or timing of any payment made hereunder5) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionBUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” (c) Neither The Administrative Agent, the Corporation nor Loan Parties and each other Lender shall be entitled to assume that any officer of its subsidiaries shall enter into a Lender delivering any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses written notice, written consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless the Corporation becomes entitled as a result of a transaction) without Administrative Agent, the prior written consent of the Member Representative (Loan Parties and such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate other Lenders have otherwise been notified in right of payment to all payments to be made hereunderwriting.

Approvals. (a) Neither With respect to residential Leases: (i) Subject to Section 4.11.2(e) below, Borrower shall not enter into a proposed Major Lease or a proposed renewal, extension or modification of an existing Major Lease without the Corporationprior written consent of Agent, Amneal LLC which consent shall not be unreasonably withheld. (ii) Provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall not be subject to the prior approval of Agent provided (i) the proposed lease would not be a Major Lease or the existing Lease as amended or modified or the renewal Lease would not be a Major Lease and (ii) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall be written substantially in accordance with the standard form of residential Lease which shall have been approved by Agent, (B) shall provide for net effective rental rates reasonably comparable to existing local market rates or as required pursuant to applicable Legal Requirements, (C) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the rights of Agent or any Lender under the Loan Documents in any material respect, and (D) shall have a term (together with all extensions and renewal options) of not less than six (6) months nor more than two (2) years; provided, however, with respect to any direct month-to-month holdover Lease, such Lease may be permitted to holdover for a total aggregate period of up to four (4) months without the prior approval of Agent. Upon Agent’s request, which, unless an Event of Default is continuing, Agent may make no more than three times in any twelve (12)-month period, Borrower shall deliver to Agent copies of all Leases which are entered into pursuant to the preceding sentence and which have not been previously delivered to Agent together with Borrower’s certification that it has satisfied all of the conditions of the preceding sentence within fifteen (15) days after Agent’s request for a copy of such Lease. (b) With respect to non-residential Leases, any Lease and any renewals, amendments or indirect subsidiary modification of Amneal LLC a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease or a renewal, amendment or modification to a Major Lease, unless such renewal, amendment or modification is made unilaterally in accordance with an express provision of such Lease) that meets the following requirements may be entered into by Borrower without Agent’s prior consent: (i) provides for economic terms, including rental rates, reasonably comparable to existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) has a term (together with all extension and renewal options) of not less than three (3) years or more than ten (10) years, (iii) unless a subordination, non-disturbance and attornment agreement is delivered pursuant to this Section 4.11.2, provides that such Lease is subordinate to the Mortgage and Assignment of Leases and that the Tenant thereunder will attorn to Agent and any purchaser at a foreclosure sale, provided, with respect to Major Leases, such subordination and attornment may be conditioned upon receipt of a signed subordination, non-disturbance and attornment agreement from Agent on Agent’s standard form (with such changes approved by Agent) or such other form reasonably acceptable to Agent (and such subordination, non-disturbance and attornment agreement shall be at Borrower’s sole cost and expense), (iv) is with Tenants that are creditworthy, in the reasonable business judgment of Borrower, (v) is not with an Affiliate of Borrower or Guarantor, and (vi) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the Property, or the failure to complete tenant improvements within the proscribed time period) or any other terms which would have a Material Adverse Effect. All other non-residential Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Agent’s prior approval, such approval, so long as there is no Event of Default continuing, shall not be unreasonably withheld or delayed. (c) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Agent’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower), which approval shall not be unreasonably withheld. Agent, at Borrower’s sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Agent upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to Agent in Agent’s reasonable discretion. (d) Borrower shall have the right, without the consent or approval of Agent, to terminate or accept a surrender of any Lease that is treated not a Major Lease so long as such termination or surrender is (A) (i) by reason of a partnership tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Property or (B) with respect to residential Leases that are not with Affiliates of Borrower or Guarantor, provided that no Trigger Period is disregarded as separate from its owner then continuing, (i) the aggregate amount of Leases being terminated without the consent or approval of Agent for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any trailing twelve (12) month period shall be no more than twenty (20) units, (ii) such termination is in the reasonable business judgment of Borrower and (iii) such termination or surrender would not result in a Low Debt Yield Period. (e) Notwithstanding anything to the contrary contained in this Section 4.11.2 or in clauses (ii) and (v) of Section 4.11.3, provided no Event of Default is continuing, whenever Agent’s approval or consent is required pursuant to the provisions of this Section 4.11.2, Agent’s approval or consent, as the case may be, shall be deemed given if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its first correspondence from Borrower to Agent requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 50 XXXXXX XXXXXX ACQUISITION LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Agent in writing prior written consent to the expiration of such transaction fifteen (which consent may be granted or withheld 15) Business Day period in order to adequately review the Member Representative’s sole discretion) or same has been delivered; and (ii) if Agent fails to respond or to deny such request for approval in writing within the Corporation agrees first ten (10) Business Days of such fifteen (15) Business Day period, a second notice requesting approval is delivered to use its best efforts Agent from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 50 XXXXXX XXXXXX ACQUISITION LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Agent fails to ensure that, during the taxable periods in which any Member is allocated gain attributable provide a substantive response to such transaction, each request for approval within such Member receives distributions pursuant to Section 4.01(bfive (5) of the LLC Agreement equal to its Assumed Tax LiabilityBusiness Day period. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. 4.1 Before the Posting Date, Corp shall procure that: (a) Neither a board meeting of Corp is held at which it is resolved that the CorporationSpecial Resolution is (and any other shareholder resolutions which are, Amneal LLC nor any direct in the reasonable opinion of the Corp board, necessary or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior desirable to give effect to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior Corp Scheme are) approved for submission to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 shareholders of the Code) from all such dispositions during such twelve (12) month period would be in excess Corp for approval at an extraordinary general meeting of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability.Corp; and (b) Neither such extraordinary general meeting of Corp to consider and approve the CorporationSpecial Resolution (and any other shareholder resolutions as referred to in (a) above) is held. 4.2 plc and Nominees shall consent in writing to each and every variation of the rights attached to its shares in Corp which is, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldor may be, involved in the aggregatepassing and implementation of the Special Resolution (or such other shareholder resolutions referred to in subclause 4.1). 4.3 Each of plc and Nominees shall vote in favour of the Special Resolution and any other shareholder resolutions which are submitted to the shareholders of Corp pursuant to subclause 4.1 above and shall not, reasonably be expected without the consent of Corp, instigate or take any action to materially adversely affect any Member’s rights rescind, vary, frustrate, delay or obligations under this Agreement amend the passing of the Special Resolution or the carrying out of the actions approved in it (including or the amount or timing passing of any payment made hereunder) without other shareholder resolutions passed by it or the prior written consent carrying out of the Member Representativeactions approved therein) pursuant to this subclause 4.3. 4.4 Neither plc nor Nominees shall instigate or take, which consent may be granted and shall not direct any other person to instigate or withheld in the Member Representative’s sole discretion.take, any action to: (a) remove or appoint any director of Corp; (b) give any directions by special resolution pursuant to article 93 of Corp's articles of association; (c) Neither the Corporation nor any of its subsidiaries shall enter into pass any additional agreement providing rights similar to this Agreement to any Person (including any agreement shareholder resolutions as shareholders of Corp save as may be required pursuant to the direction of Corp under subclause 4.1 or which are considered, in the Corporation is obligated reasonable opinion of Corp, necessary or desirable to pay amounts with respect implement a Scheme; (d) allot or issue or grant any rights to tax benefits resulting from call for the allotment or issue of any net operating losses further shares of Corp, or other tax attributes transfer or grant any rights to which call for the Corporation becomes entitled transfer of shares of Corp, save as a result of a transaction) without the prior written consent of the Member Representative (such consent not to may be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries required pursuant to the Special Resolution or such agreement other shareholder resolutions which may be considered, in the reasonable opinion of Corp, necessary or desirable to implement the Schemes; (e) alter or amend the articles of association of Corp save as may be required pursuant to the direction of Corp under subclause 4.1 or which are expressly subordinate considered, in right the reasonable opinion of payment Corp, necessary or desirable to all payments implement the Schemes; (f) otherwise than pursuant to be made hereundersubclause 4.1 requisition an extraordinary general meeting of Corp pursuant to section 368 CA; (g) make any application under section 371(1)(b) CA; or (h) in any way frustrate, delay or interfere with the performance, approval or implementation of this Deed and/or the Schemes. 4.5 Each of Corp, plc and Nominees severally acknowledge that the undertakings given by plc and Nominees are for the benefit of Corp and Scheme Creditors.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas an initial term of not less than three (3) years and a total term (together with all extension and renewal options) of not more than ten (10) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal Property) or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to its Assumed Tax LiabilityLender’s prior approval. (b) Neither the Corporation, Amneal LLC nor Borrower shall not permit or consent to any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights assignment or obligations under this Agreement (including the amount or timing sublease of any payment made hereunder) Major Lease without the Lender’s prior written consent approval. Lender, at Borrower’s sole cost and expense, shall execute and deliver its standard form of the Member Representativesubordination, which consent non-disturbance and attornment agreement to Tenants under any future Major Lease (other than a Borrower Affiliated Lease) approved by Lender upon request, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenants and which are reasonably acceptable to Lender. (c) Neither Borrower shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of its subsidiaries shall enter into any additional agreement providing rights similar a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Agreement to any Person (including any agreement Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to which the Corporation provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14) point) legend at the Corporation becomes entitled as a result of a transaction) without the prior written consent top of the Member Representative first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO NOVONIX 1029, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (such consent not to be unreasonably withheld20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, conditioned or delayed), unless all payments to be made and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14) point) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO NOVONIX 1029, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second ten (10) Business Day period.

Approvals. (a) Neither the CorporationNo authorizations, Amneal LLC nor approvals or consents of, and no filings or registrations with, any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC Governmental Authority or any entity that was a subsidiary of Amneal LLC prior to securities exchange are necessary for the Closing Date in any twelve (12) month period ifexecution, following such disposition, delivery or performance by the cumulative “amount realized” (as that term is defined in Section 1001 Seller of the Code) from all such dispositions during such twelve (12) month period would be Repurchase Documents or for the legality, validity or enforceability thereof, except for filings and recordings in excess respect of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions Liens created pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilitythis Repurchase Agreement. (b) Neither The Seller is approved by Xxxxxx Xxx, Xxxxxxx Mac and Xxxxxx Mae as an approved lender, the CorporationSeller and each Servicer is approved by Xxxxxx Xxx, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if Xxxxxxx Mac and Xxxxxx Mae as an approved seller and servicer and the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and Seller has all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts other approvals required with respect to tax benefits resulting from the FHA, VA, RHS and any net operating losses other Agency, in each case is in good standing (such collective approvals and conditions, “Agency Approvals”), with no event having occurred or other tax attributes the Seller having any reason whatsoever to believe or suspect will occur (including, without limitation, a change in insurance coverage) which would either make the Corporation becomes entitled as a result of a transactionSeller (or any Servicer) without unable to comply with the prior written consent eligibility requirements for maintaining all such applicable Agency Approvals or which would require notification to the relevant Agency of the Member Representative occurrence of any event that would impact the Seller’s good standing or otherwise materially restrict Seller’s Agency Approvals in any manner: provided that the foregoing representations with respect to RHS Agency Approvals, shall only apply when any RHS Loan is subject to a Transaction, except for the representation that Seller is in good standing with RHS, which shall apply at all times that any Purchased Loan is subject to a Transaction. The Seller (such consent not and any Servicer) has adequate financial standing, servicing facilities, procedures and experienced personnel necessary to be unreasonably withheld, conditioned or delayed), unless all payments service mortgage loans of the same types as may from time to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate time constitute Mortgage Loans in right of payment to all payments to be made hereunderaccordance with Accepted Servicing Practices.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.29(a) of the LLC Agreement equal Company Disclosure Schedule contains a -------------------------------------------------- list of all Approvals of Governmental or Regulatory Authorities relating to its Assumed Tax Liabilitythe business conducted by Company which are required to be given to or obtained by Company from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement. (b) Neither Section 2.29(b) of the Corporation, Amneal LLC nor Company Disclosure Schedule contains a -------------------------------------------------- list of all Approvals which are required to be given to or obtained by Company from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties other than Governmental or Regulatory Authorities in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent consummation of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontransactions contemplated by this Agreement. (c) Neither The Company has obtained all material Approvals from Governmental or Regulatory Authorities necessary to conduct the Corporation nor business conducted by Company in the manner as it is currently being conducted and there has been no written notice received by Company of any violation or non-compliance with any such Approvals. All Approvals from Governmental or Regulatory Authorities necessary to conduct the business conducted by Company as it is currently being conducted are set forth in Section 2.29(c) of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person the Company Disclosure Schedule. -------------------------------------------------- (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses d) The affirmative vote or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative holders of (such consent not to be unreasonably withheldi) a majority of the shares of Company Common Stock outstanding as of the applicable record date voting separately as a class, conditioned or delayedand (ii) a majority of the shares of each of Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series D Preferred Stock and Company Series E Preferred Stock outstanding as of the applicable record date (as adjusted for subsequent stock splits, stock dividends, recapitalizations and the like), unless all payments to be made by voting separately as classes and together with the Corporation or holders of Company Common Stock on an as converted basis, are the only votes of the holders of any of its subsidiaries pursuant Company Capital Stock necessary to such agreement are expressly subordinate in right approve this Agreement and the Merger and the transactions contemplated hereby. (e) The shares owned by stockholders of payment to all payments to be made hereunderCompany who have concurrently herewith entered into Voting Agreements constitute (u) seventy-five percent (75%) of the Company Capital Stock, (v) a majority of Company Common Stock, (w) a majority of Company Series A Preferred Stock, (x) a majority of Company Series B Preferred Stock, (y) a majority of Company Series D Preferred Stock, and (z) a majority of Company Series E Preferred Stock.

Approvals. All approvals required from lenders, governmental agencies, partners and other entities or individuals (athe "Third Parties") Neither as may be required in order to effect the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes transactions contemplated herein shall sell, exchange have been obtained or otherwise dispose dealt with as described in this Section 8.3(a). To the extent that all such consents and approvals are not obtained, only those Assets for which consents and approvals have been obtained shall transfer as of the Closing Date. The portion of the consideration allocated to those Assets not transferred ("Non Transferred Assets") as set forth on Schedule 3, shall be placed in escrow with Underberg and Kessler, and released from time to time xxxx xxxxipt ox xxxx consents and approvals and transfer of the Non Transferred Assets by Home Properties to New Conifer pursuant to this Agreement. The funds held in escrow by the escrow agent shall be placed in an interest bearing account. Any interest earned shall, along with the consideration deposited in escrow, constitute the Escrow Fund. A portion of the Escrow Fund (including interest thereon) will be released to Home Properties from time to time upon receipt by the escrow agent of written notice from New Conifer that the Non-Transferred Assets have been transferred. The escrow agent shall have no obligation to inquire beyond such notice and shall not be liable to the parties hereto for release of the funds pursuant to such notice. The parties shall enter into an escrow agreement in form and substance reasonably acceptable to them. Home Properties will continue to conduct its business pursuant to Section 7.6 above pending transfer of the Non-Transferred Assets provided that Home Properties shall not be required to make any asset held additional advances. With respect to the Non-Transferred Assets, New Conifer shall cause its Employees to provide Home Properties with any and all appropriate and necessary assistance to continue the development and operation of such Non-Transferred Assets in a commercially reasonable manner consistent with past practices and at no cost to Home Properties. In the event that any necessary consent or approval is not obtained on or prior to the Closing Date by Amneal LLC June 30, 2001 or any entity that was a subsidiary of Amneal LLC either party is notified prior to that date that the Closing Date in any twelve (12) month period ifconsent or approval will be denied, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent either party may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under terminate this Agreement (including as it relates only to those Assets for which consents and approvals are not obtained. In the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to event that this Agreement is so terminated, Home Properties will reimburse New Conifer for its third party expenses reasonably incurred in connection with the Non-Transferred Assets and the parties agree to any Person (including any agreement pursuant work together to which the Corporation is obligated to pay amounts structure an arrangement or arrangements with respect to tax the Non-Transferred Assets that will not require the consent that was not forthcoming and that will result in the economic benefits resulting from any net operating losses and the business risks to Home Properties and Conifer being substantially the same as they would have been if the consent or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapproval had been given.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by the Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas a term (together with all extension and renewal options) of not less than three (3) years or more than twenty (20) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal Property) or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to its Assumed Tax LiabilityLender’s prior approval. (b) Neither the Corporation, Amneal LLC nor Borrower shall not permit or consent to any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights assignment or obligations under this Agreement (including the amount or timing sublease of any payment made hereunder) Major Lease without the Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the Member RepresentativeBorrower). Lender, which consent at Borrower’s sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenants and which are acceptable to Lender. (c) Neither Borrower shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of its subsidiaries shall enter into any additional agreement providing rights similar a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Agreement to any Person (including any agreement Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to which the Corporation provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous legend at the Corporation becomes entitled as a result of a transaction) without the prior written consent top of the Member Representative first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO DC-180 PEACHTREE, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (such consent not to be unreasonably withheld15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, conditioned or delayed), unless all payments to be made and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such fifteen (15) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such fifteen (15) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO DC-180 PEACHTREE, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second five (5) Business Day period.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Senior Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) provides for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) is on commercially reasonable terms, (iii) has a term of not more than twenty (20) 44 Mezzanine Loan Agreement years, including all extensions and renewals (unless Lender approves in writing a longer term or such extensions or renewals are required to be on market terms and conditions at the Membership Representative provides time of such extension or renewal), (iv) [intentionally omitted], (v) is with Tenants that are creditworthy in the reasonable business judgment of Senior Borrower, (vi) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender and Senior Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) is not with an Affiliate of Borrower, Senior Borrower or Guarantor, and (viii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except for (A) a termination right in the event of the destruction or condemnation of substantially all of an Individual Property or (B) a termination right entered into in the ordinary course of business, that, individually and in the aggregate with all other termination rights contained in Leases at the applicable Individual Property, could not be reasonably expected to result in a Material Adverse Effect), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications (including without limitation any voluntary termination or surrender) thereof executed after the date hereof shall be subject to Lender’s prior approval (other than renewals, expansions, contractions and other unilateral options exercised by the applicable Tenant pursuant to the express terms of a Lease) which approval shall not be unreasonably withheld. In connection with any Lender consent required hereunder with respect to any Lease or any renewal, amendment or modification of a Lease, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Lease or such renewal, amendment or modification of a Lease, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its prior written consent to such transaction Lease or such renewal, amendment or modification of a Lease based on any objection to any material economic and/or non-economic terms which Lender has previously approved (which consent may be granted provided, such Lease or withheld in the Member Representativesuch renewal, amendment or modification of a Lease is delivered to Lender for approval within 90 days after Lender’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) approval of the LLC Agreement equal to its Assumed Tax Liabilitymaterial economic and non-economic terms of such Lease or such renewal, amendment or modification of a Lease). (b) Neither Borrower shall not permit Senior Borrower to permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the CorporationTenant thereunder not requiring the consent of Senior Borrower), Amneal LLC nor which approval shall not be unreasonably withheld; provided however, Lender’s consent shall not be required in connection with the assignment or sublease of a Major Lease if (i) no Event of Default is continuing, (ii) the assignment or sublease is effectuated in accordance with the terms of such Major Lease, (iii) pursuant to the terms of such Major Lease, Senior Borrower is required to be reasonable or exercise reasonable discretion is considering the approval of such assignment or sublease, (iv) not later than ten (10) Business Days after the effective date of any assignment Borrower causes Senior Borrower to deliver to Lender written notice describing in reasonable detail such assignment of their respective Affiliates such Major Lease, which notice shall make include a Subsequent Acquisition if reasoned statement of Senior Borrower’s conclusion that Senior Borrower’s approval or consent to such assignment was reasonable, (v) the Subsequent Acquisition Tax Benefits from assigning or subletting Tenant continues to remain liable for all obligations and liabilities under such Subsequent Acquisition Major Lease following such assignment or sublease and all prior Subsequent Acquisitions could(vi) there is no other amendment or modification to such Major Lease which would otherwise require Lender’s approval under this Section 4.13. In addition to the foregoing, in the aggregate, reasonably be expected to materially adversely affect connection with any Member’s rights or obligations under this Agreement (including the amount or timing sublease of any payment made hereunderMajor Lease which demises over 37,500 rentable square feet to the sub- 45 Mezzanine Loan Agreement tenant, Borrower shall use commercially reasonable efforts to notify Lender of such sublease within ten (10) without Business Days after the prior written consent effective date of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionsuch sublease. (c) Neither Borrower (i) shall cause Senior Borrower to observe and perform the Corporation nor obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall cause Senior Borrower to enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not permit Senior Borrower to terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not permit Senior Borrower to collect any of its subsidiaries the Rents more than one (1) month in advance (other than security deposits); (iv) shall enter into not permit Senior Borrower to execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Senior Loan Documents); and (v) shall not permit Senior Borrower to alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which space or term, materially reduce the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent obligations of the Member Representative (such consent not to be unreasonably withheld, conditioned Tenant or delayed)increase the obligations of the lessor, unless all payments to if such amendment would be made by the Corporation or any of its subsidiaries pursuant to permitted without Lender consent if such agreement are expressly subordinate in right of payment to all payments to be made hereunder.amendment were a new

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.26(a) of the LLC Agreement equal Disclosure Letter contains a list of all material Approvals of Governmental or Regulatory Authorities relating to its Assumed Tax Liabilitythe business conducted by the Company which are required to be given to or obtained by the Company from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement. (b) Neither Section 2.26(b) of the Corporation, Amneal LLC nor Disclosure Letter contains a list of all material non-Governmental or Regulatory Authority Approvals which are required to be given to or obtained by the Company from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent consummation of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontransactions contemplated by this Agreement. (c) Neither The Company has obtained all material Approvals from Governmental or Regulatory Authorities necessary to conduct the Corporation nor business conducted by the Company in the manner as it is currently being conducted and since its inception, there has been no written notice received by the Company of any material violation or material non- compliance with any such Approvals. All material Approvals from Governmental or Regulatory Authorities necessary to conduct the business conducted by the Company as it is currently being conducted are set forth in Section 2.26(c) of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person the Disclosure Letter. (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses d) The affirmative vote or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative holders of two-thirds of the outstanding shares of each of (such consent not to be unreasonably withheldi) the Company Common Stock and (ii) the Series A Preferred Stock and the Series B Preferred Stock, conditioned or delayed)voting together as a class, unless all payments to be made by are the Corporation or only votes of the holders of any of its subsidiaries pursuant the Company Capital Stock necessary to such agreement are expressly subordinate approve this Agreement and the Merger and the transactions contemplated hereby. (e) The shareholders of Company that have concurrently herewith entered into Support Agreements constitute (x) the holders of a majority of the Company Common Stock and (y) the Holders of two-thirds of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a class, in right of payment to all payments to be made hereundereach case approving this Agreement and the Merger and the transactions contemplated hereby.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that If consent is treated as a partnership or is disregarded as separate from its owner required for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations some action under this Agreement (including any amendment or waiver of the amount Loan Documents), or timing except as otherwise provided herein an approval of the Lenders, the Required Lenders or the Majority Lenders is required or permitted under this Agreement, each Lender agrees to give Administrative Agent within ten (10) Business Days of receipt of the request for action from Administrative Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any payment made hereunder) without action requested or proposed in writing pursuant to the prior written consent terms hereof. Administrative Agent agrees to provide notice of the Member Representativeinitial request for action pursuant to this Section 14.14 to the Lenders through the use of Intralinks, which SyndTrak or any other electronic information dissemination system. If Administrative Agent submits a written request for consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar with respect to this Agreement to the Lenders and any Person Lender fails to provide Directions within ten (including any agreement pursuant 10) Business Days after such Lender receives from Administrative Agent such initial request for Directions together with all reasonably requested information relating thereto, then Administrative Agent shall make a second request for approval, which approval shall include the following in capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED APPROVAL OF THE REQUEST.” If Administrative Agent submits to which such Lender a second written request to approve or disapprove such action, and such Lender fails to provide Directions within five (5) Business Days after such Lender receives from Administrative Agent such second request, then such Lender’s failure to respond to such request for Directions within the Corporation is obligated required time period shall be deemed to pay amounts with respect constitute a Direction to tax benefits resulting from any net operating losses or other tax attributes take such requested action; provided, however, that such deemed approval shall only apply to which the Corporation becomes entitled as a result of a transaction) without the prior written consent request that requires approval of the Member Representative (such consent Required Lenders and not to be unreasonably withheld, conditioned or delayed), unless any request that requires approval of all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderLenders.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior Subject to the Closing Date by Amneal LLC terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or any entity that was a subsidiary of Amneal LLC prior cause to the Closing Date in any twelve (12) month period ifbe taken, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees actions and to use its reasonable best efforts to ensure thatdo, during or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the taxable periods in which transactions contemplated by this Agreement. Each party hereto agrees to make (or cause to be made) as promptly as practicable any Member is allocated gain attributable to such transaction, each such Member receives distributions required filings pursuant to Section 4.01(bthe HSR Act and other applicable Antitrust Laws with respect to the transactions contemplated hereby. In connection with the foregoing, Parent, Merger Sub and the Company shall, as soon as reasonably practicable, and in no event later than two (2) Business Days following the date hereof, file with the United States Federal Trade Commission and the Antitrust Division of the LLC Department of Justice the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement equal and therein shall request early termination of the waiting period required under the HSR Act. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any Antitrust Laws and use its Assumed Tax Liabilityreasonable best efforts to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under such Antitrust Laws as soon as practicable. (b) Neither Each of Parent, on the Corporationone hand, Amneal LLC nor and the Company, on the other hand, shall, in connection with the reasonable best efforts referenced in Section 5.7(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement pursuant to applicable Antitrust Laws, (i) reasonably cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from any Governmental or Regulatory Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from transactions contemplated hereby; and (iii) subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege and/or work-product doctrine, permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with any such Subsequent Acquisition and all prior Subsequent Acquisitions couldGovernmental or Regulatory Authority or, in connection with any proceeding by a private party, with any other Person, and to the aggregateextent permitted by such Governmental or Regulatory Authority or other Person, reasonably be expected give the other party and/or its counsel the opportunity to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld attend and participate in the Member Representative’s sole discretionsuch meetings and conferences. (c) Neither Notwithstanding anything herein to the Corporation nor contrary, in no event shall Parent be required to divest, license, hold, separate, take any of its subsidiaries shall enter into any additional agreement providing rights other similar to this Agreement actions, agree to any Person (including undertakings or to take or agree to take any agreement pursuant other action or agree to which the Corporation is obligated any other limitation or restriction, or agree to pay amounts be subject to any other contractual limitations or restraints with respect to tax Parent’s current business operations, that, in any case, would materially and adversely impair (x) the overall benefits resulting expected to be realized from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent its acquisition of the Member Representative Company or (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereundery) Parent’s current business operations.

Approvals. (a) Neither All authorizations, permits, licenses, certificates of authority, consents and waivers, Orders, filings, notices and approvals (other than bulk sale approvals) from Governmental Authorities necessary to permit the CorporationCFC Parties to perform the transactions contemplated hereby and required for the Buyer to own the Purchased Assets and to operate the Purchased Businesses post-Funding shall have been duly obtained, Amneal LLC nor any direct made or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes given, shall sellbe in form and substance reasonably satisfactory to the Buyer, exchange or otherwise dispose shall not be subject to the satisfaction of any asset held on material condition that has not been satisfied or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would waived and shall be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityfull force and effect. (b) Neither All terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations transactions contemplated under this Agreement (including Agreement, if any, shall have occurred. This includes, but is not limited to, the amount termination or timing expiration of all applicable waiting periods relating to the HSR Act, the Bank Merger Act and the satisfactory conclusion of any payment made hereunder) without the prior written consent of the Member Representative, which consent proceedings that may be granted have been filed or withheld in the Member Representative’s sole discretioninstituted thereunder. (ci) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts All material consents and waivers from non-governmental third parties with respect to tax benefits resulting from the Assumed Agreements (other than any net operating losses Active Merchant Agreements) necessary to permit the Sellers to perform the transactions contemplated hereby and required for the Buyer to own the Purchased Assets and to operate the Purchased Businesses shall have been duly obtained, made or other tax attributes given, shall be in form and substance reasonably satisfactory to which the Buyer, shall not be subject to the satisfaction of any material condition that has not been satisfied or waived and shall be in full force and effect. The Sellers shall have provided copies of such consents, waivers and amendments to the Buyer. (ii) For the avoidance of doubt, the following consents and waivers shall be deemed material: (A) waivers duly executed by Acxiom Corporation becomes entitled as a result of a transactionexclusivity provisions contained in any of the Acxiom Contracts; and (B) without an acknowledgment by Acxiom Corporation that the prior CFC Parties own all of the right, title and interest in and to all of the Acxiom Models. (d) The Sellers shall have delivered to the Buyer the following consents, waivers, amendments and novations: (i) written consent to assignment and transfer to the Buyer or its designee of the Member Representative Active Merchant Agreements that are associated with at least 75% of the aggregate amount of Assigned Receivables generated by all Active Merchant Agreements, such amount to be calculated as of December 31, 2002; provided, however, for the purposes of such calculation (x) the Revolving Credit Program Agreement among the Company, Mill Creek Bank Inc. and Select Comfort Corporation dated May 17, 1999 (as amended) and/or the agreement with Carter Lumber may, at the Sellers' option, be excluded xxxx xoth the denominator and the numerator of such calculation and (y) the Revolving Credit Program Agreement between the Company and Conseco Bank, Inc. as assignees and American Honda Motor Co. shall be included in the calculation as if consent to transfer of such agreement is required and as if such consent not has been obtained. (ii) amendments to be unreasonably withheld, conditioned the Active Merchant Agreements with Lennox and MTD duly executed by all parties thereto to ensure that after the Cut-Off Time no Bankruptcy Event or delayed), unless all payments to be made by the Corporation Change of Control Event of any Seller or any of its subsidiaries pursuant Affiliates may constitute an event of default under such Active Merchant Agreements; (iii) one of the following: (x) waivers, in a form and substance satisfactory to the Buyer in its reasonable discretion, duly executed and delivered by each Subsidiary of the Sellers and the Parent (the "Participating Affiliates") that is party to or on behalf of which any Seller has entered into any Contract that is a Purchased Asset, waiving any right, title or interest that such Participating Affiliate, may have in such Contracts and authorizing the Buyer or its designees to enter from time to time into any amendment or modification, to such agreement Contract after the Cut-Off Time; (y) a novation, in form and substance satisfactory to the Buyer in its reasonable discretion of such Contracts duly executed by all parties to each such Contract (including the Participating Affiliates) and naming the Buyer as an assignee of all CFC Parties and their Affiliates to such Contract (including, without limitation, such Participating Affiliates); or (z) a written consent in form and substance satisfactory to the Buyer in its reasonable discretion to the transfer and assignment of all rights, title and interest of all Sellers and the Participating Affiliates in and to such Contracts and the obligations thereunder which are expressly subordinate in right Assumed Liabilities, together with an instrument of payment sale, transfer and assignment from the Sellers and each of the Participating Affiliates to all payments effect transfer to be made hereunderthe Buyer of good, valid and marketable title to such Contracts.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct All approvals from Furnishing Company and Talent must be obtained in writing and will be requested by email from Wxxxx Xxxxx or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date his designee in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to writing hereafter. Furnishing Company will use its best efforts to ensure thatrespond to all requests for approval within five (5) business days (or a shorter time period for urgent requests as will be indicated in the Approval Request) from receipt thereof. All approvals from Bruush will be requested by email from Axxxx Xxxxxx or any other person(s) identified by Bruush hereafter. Notwithstanding anything herein to the contrary, Bruush agrees to submit to Furnishing Company for its written approval and review (each an “Approval Request”) all materials containing any element of Talent Attributes or Talent Content prior to use of the same. Furnishing Company’s approval shall not be unreasonably delayed or withheld and will be exercised reasonably and not in any manner to circumvent or frustrate the intent and purpose of the Agreement. In the event Furnishing Company disapproves of any Approval Request, Bruush shall have the opportunity to re-submit an Approval Request to Furnishing Company. Notwithstanding anything to the contrary and without limitation of approval rights set forth elsewhere in this Agreement, Furnishing Company or Talent shall have the right to approve the following relating to the Campaign or any Campaign Assets: a. any celebrity or on-camera talent appearing in the Campaign Assets with Talent or otherwise as part of the Campaign provided that for the avoidance of doubt, neither Furnishing Company nor Talent will have the right to approve any talent appearing in Bruush’s other promotional campaigns during the taxable periods Term; b. the concepts of all Campaign Assets created hereunder; c. all talking points in which any Member is allocated gain attributable to such transactionconnection with Talent’s services; d. all directors, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition photographers and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person videographers (including any agreement pursuant BTS/b-roll photographers/videographers); e. all key creative of Campaign Assets, including scripts and storyboards; f. the “look” of Talent’s hair, makeup and wardrobe; g. the rough cuts and final cuts of all Campaign Assets, including any lifts, tags, edits and cutdowns, provided Bruush agrees that all Campaign Assets, as produced, will conform in all material respects to which the Corporation is obligated Talent-approved scripts and story- boards (if any) in connection therewith, unless the parties have mutually agreed to pay amounts with respect to tax benefits resulting any material deviations from such approved scripts and story-boards; h. all still photographs and non-photographic likenesses of Talent used hereunder (including any net operating losses retouching or other tax attributes modification in any noticeable manner after Talent’s initial approval of such materials); i. the “layouts” of all photographs and any print materials; j. the copy, images and footage of all social media posts that include Talent Attributes or Talent Content; k. all BTS and b-roll footage which include or reference Talent Attributes; l. any product interaction; m. all media outlets; and n. for the avoidance of doubt, Talent will have the right to which approve each use of Talent’s name (including in the Corporation becomes entitled as a result Press Release, social media posts and all “tags” and “mentions” of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayedTalent’s social media accounts), unless all payments voice, image (including screen grabs and moving images (e.g., GIFs)), likeness, biography, and quotes attributed to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate Talent, in right of payment to all payments to be made hereundereach instance.

Approvals. (a) Neither Any Major Lease and any renewals, material amendments or material modifications of a Major Lease (other than those which are expressly permitted under such Lease pursuant to a right of the CorporationTenant thereunder not requiring the consent of Borrower) shall be subject to Lender’s approval (which approval shall not be unreasonably withheld, Amneal LLC nor any direct delayed or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellconditioned, exchange or otherwise dispose of any asset held on or prior subject to the Closing Date provisions of Section 4.11.2(d)). Any Lease and any renewals, amendments or modifications of a Lease (other than any Major Lease and any renewal, amendment or material modification to a Major Lease) that meets the following requirements may be entered into by Amneal LLC or any entity that was a subsidiary of Amneal LLC Borrower without Lender’s prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or for prevailing market-rate terms, (ii) the Corporation agrees to use its best efforts to ensure thatunless a subordination, during the taxable periods in which any Member non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and that the Tenant thereunder will attorn to Lender and any successor landlord, and (iii) is either (A) written on a form substantially similar to the form attached hereto as Exhibit E (the “Standard Form of Lease”), with any replacements, modifications or amendments reflecting commercially reasonable changes necessary to account for the then-current state of the LLC Agreement equal market or such alternative form lease as has been reasonably approved by Lender pursuant to the terms of this Section 4.11.2 (which alternative form may be used by Borrower thereafter without seeking Lender’s approval therefor if Lender approves in writing its Assumed Tax Liabilityuse as a form), subject, in each case, to any commercially reasonable changes made in the course of negotiations with the applicable Tenant or (B) in the case of storage leases, written on a lease with commercially reasonable terms. All other Leases (including Major Leases) and all renewals, material amendments and material modifications thereof executed after the date hereof shall be subject to Lender’s prior approval (which approval shall not be unreasonably withheld, delayed or conditioned, subject to the provisions of Section 4.11.2(d)). (b) Neither Borrower shall not permit or consent to any assignment or sublease of any Major Lease that has the Corporationeffect of releasing the assigning or subletting Tenant from its obligations under the Lease, Amneal LLC nor without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a right of their respective Affiliates the Tenant thereunder not requiring the consent of Borrower). Lender shall make enter into, and, if required by applicable law in order to provide constructive notice or if requested by any Tenant, record in the county where the Property is located, a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition subordination, non-disturbance and all prior Subsequent Acquisitions couldattornment agreement, in form and substance substantially similar to the aggregatesubordination, non-disturbance and attornment agreement delivered to Lender at the Closing Date (in either case, with such changes to such form as are commercially reasonable and as otherwise reasonably be expected approved by Lender pursuant to materially adversely affect this Section 4.11.2, a “Non-Disturbance Agreement”), with any MemberTenant entering into a New Lease or a modification of a Lease for which Lender’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent has been obtained or deemed obtained, or for which Lender’s prior written consent was not required, within ten (10) Business Days after written request therefor by Borrower. All reasonable third party costs and expenses incurred by Lender in connection with the negotiation, preparation, execution, delivery and recordation of the Member Representativeany Non-Disturbance Agreement, which consent may including, without limitation, reasonable attorneys’ fees and disbursements, shall be granted or withheld in the Member Representative’s sole discretionpaid by Borrower. (c) Neither Borrower shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person Lease so long as such termination or surrender is (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result i) by reason of a transactionTenant default beyond any applicable notice and grace periods, or (ii) without the prior written consent of the Member Representative Borrower is simultaneously replacing such terminated or surrendered Lease with one or more Leases that are either (A) approved or deemed approved by Lender (such consent approval not to be unreasonably withheld, delayed or conditioned and to be subject to the provisions of Section 4.11.2(d)) and/or (B) complies in all respects with the requirements forth in Section 4.11.2(a) above and Lender’s approval thereof is not required thereunder; provided, however, in no event shall Borrower terminate or accept a surrender of the Bloomberg Lease without the prior written approval (or deemed approval) of Lender, not to be unreasonably withheld or delayed. Except as expressly set forth in this Section 4.11.2(c), unless all payments Borrower shall not have the right to be made by terminate any Lease without the Corporation express written consent of the Lender. (d) Notwithstanding anything to the contrary contained in this Section 4.11.2, whenever Lender’s approval or any of its subsidiaries consent is required pursuant to the provisions of this Section 4.11.2, Lender’s consent and approval shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such agreement approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are expressly subordinate reasonably required for Lender to adequately evaluate such request and as requested by Lender in right writing prior to the expiration of payment such five (5) Business Day period; and (ii) if Lender fails to all payments respond to be made hereunderor to deny such request for approval or consent in writing within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period, and Lender fails to either approve or deny (and, in the case of a denial, stating the grounds therefor in reasonable detail) such request for approval or consent within such second five (5) Business Day period.

Approvals. (a) Neither Without limiting the Corporationgenerality of the foregoing, Amneal LLC nor each Grantor shall take any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior action which the Collateral Agent may reasonably request in order to transfer and assign to the Closing Date by Amneal LLC Collateral Agent, or any entity that was such one or more third parties as the Collateral Agent may designate, or to a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 combination of the Code) foregoing, each Communications License, CATV Franchise or PUC Authorization or other approval from all a Governmental Authority and the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction to enforce such dispositions during obligations. Such receiver shall be instructed to seek from the Governmental PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. Authority an involuntary transfer of control of each such twelve (12) month period would Communications License, CATV Franchise or PUC Authorization or other approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be in excess transferred. Each Grantor hereby agrees to authorize such an involuntary assignment or transfer of $40,000,000control upon the request of the receiver so appointed and, unless (i) if such Grantor shall refuse to authorize the Membership Representative provides transfer, its prior written consent to such transaction (which consent approval may be granted or withheld in required by the Member Representative’s sole discretion) or (ii) the Corporation agrees to court. Furthermore, each Grantor shall use its best efforts to ensure thatassist in obtaining approval of any Governmental Authority, during if required, for any action or transaction contemplated by this Agreement, including, without limitation, the taxable periods preparation, execution and filing with any Governmental Authority of the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Communications License, CATV Franchise or PUC Authorization or other approval or transfer of control necessary or appropriate under the rules and regulations of any Governmental Authority for the approval of the transfer or assignment of any portion of the assets of such Grantor, together with any Communications License, CATV Franchise or PUC Authorization or other approval. Because each Grantor agrees that the Collateral Agent’s remedy at law for failure of such Grantor to comply with the provisions of this Section 5.7 would by inadequate and that such failure would not be adequately compensable in which any Member is allocated gain attributable to such transactiondamages, each Grantor agrees that these covenants and agreements may be specifically enforced, and each Grantor hereby waives, and agrees not to assert, any defenses against an action for specific performance of such Member receives distributions pursuant to Section 4.01(b) covenants. Notwithstanding the foregoing, the Lenders and the Collateral Agent understand and agree that the assignment or transfer of control of some of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made Communications Licenses requires advance approval by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderFCC.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that If consent is treated as a partnership or is disregarded as separate from its owner required for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations some action under this Agreement (including any amendment or waiver of the amount Loan Documents), or timing except as otherwise provided herein an approval of the Lenders, the Majority Lenders, the Majority A/R Revolving Loan Lenders or the Majority Real Estate Revolving Loan Lenders is required or permitted under this Agreement, each Lender agrees to give the applicable Agent, with a copy to Administrative Agent if the applicable Agent is Revolving Agent, within ten (10) Business Days of receipt of the request for action from such Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any payment made hereunder) without action requested or proposed in writing pursuant to the prior written consent terms hereof. Each Agent agrees to provide notice of the Member Representativeinitial request for action pursuant to this Section 14.14 to the Lenders through the use of Intralinks, which Debtdomain, SyndTrak or any other electronic information dissemination system. If such Agent submits a written request for consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar with respect to this Agreement to the Lenders and any Person Lender fails to provide Directions within ten (including any agreement pursuant 10) Business Days after such Lender receives from such Agent such initial request for Directions together with all reasonably requested information relating thereto, then such Agent shall make a second request for approval, which approval shall include the following in capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED APPROVAL OF THE REQUEST.” If such Agent submits to which such Lender a second written request to approve or disapprove such action, and such Lender fails to provide Directions within five (5) Business Days after such Lender receives from such Agent such second request, then such Lender’s failure to respond to such request for Directions within the Corporation is obligated required time period shall be deemed to pay amounts with respect constitute a Direction to tax benefits resulting from any net operating losses or other tax attributes take such requested action; provided, however, that such deemed approval shall only apply to which the Corporation becomes entitled as a result of a transaction) without the prior written consent request that requires approval of the Member Representative (such consent Majority Lenders and not to be unreasonably withheld, conditioned or delayed), unless any request that requires approval of all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderLenders.

Approvals. (a) Neither A. If not otherwise specifically set forth herein, it is understood and agreed that District’s approval shall be required for any costs to be incurred by Lessee pursuant to this Lease that will be deducted from Total Revenue prior to the Corporationcalculation of Net Revenue for Rent calculation purposes, Amneal LLC nor including, but not limited to, Project Costs, Equity Contributions or any direct other costs incurred which are to be attributed to the Project and paid from Total Revenue. Notwithstanding any language to the contrary in this Lease, District's approval for any Project Cost included within an Annual Operating Budget or indirect subsidiary Approved Construction Budget will be deemed given upon District's approval of Amneal LLC that any such budget, and if a proposed additional net Project Cost of $5,000 or more is not included in any such Annual Operating Budget, or if a proposed net expenditure of $10,000 or more is not included in any Construction Budget, such additional expenditures must be separately approved by District before it can be treated as a partnership Project Cost. B. Except as otherwise expressly provided in this Lease, whenever this Lease grants District or is disregarded as separate from its owner for U.S. federal income tax purposes Lessee the right to take any action, grant any approval or consent, or exercise any discretion, District and Lessee shall sell, exchange or otherwise dispose act reasonably and in good faith and take no action which might result in the frustration of any asset held on or prior the other Party’s reasonable expectations concerning the benefits to be enjoyed under this Lease. C. Without limiting the Closing Date by Amneal LLC or any entity that was a subsidiary generality of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined language contained in Section 1001 53.B above, it is understood and agreed that for all provisions of this Lease that require approval by District such approvals shall be given by the Code) from all Chief Real Estate Officer, or designee, and will receive timely responses and such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent approvals will not to be unreasonably withheld, conditioned or delayed, unless otherwise specified. Unless another time limit is otherwise specified in this Lease, any approval or disapproval must be given within twenty (20) days. If disapproved, District will inform Xxxxxx in writing of its disapproval and District's specific reasons for such disapproval. District and Xxxxxx agree to negotiate in good faith to resolve any conflicting issues that may arise from District’s disapproval. If District fails to timely respond to Xxxxxx’s written request for an approval (or Xxxxxx disagrees with District’s written or stated reasons to withhold such an approval), unless all payments then Lessee may notify District in writing that if District fails to respond (or reach a resolution with Lessee) within fourteen (14) days of District’s receipt of such second request, Lessee may pursue a resolution by the procedures set forth below, if District agrees to participate in the use of such alternative dispute resolution procedures. D. If the Parties cannot agree upon the item or matter that was disapproved, a neutral third party with at least ten (10) years’ experience in real estate developments similar to those constructed or proposed to be made constructed on the Premises will be selected by District to arbitrate the disputed issue. If, however, Xxxxxx does not accept the neutral third party selected by District, Xxxxxx will be allowed to select a second neutral party with similar experience. The two selected parties will then select a third neutral party with at least ten (10) years’ experience in real estate developments similar to those constructed or proposed to be constructed on the Premises, and such third arbitrator shall arbitrate the disputed issue. District and Xxxxxx agree to be bound by the Corporation decision reached by the arbitrator. District and Lessee will cause the arbitrator to make a determination within fourteen (14) days following submittal. District and Lessee agree that each Party will bear its own costs and expenses incurred for attorney’s fees, and preparation and presentation costs for the arbitration process, but they shall share the cost of any third arbitrator. Notwithstanding the foregoing, in the event of an emergency, Lessee may take immediate, commercially reasonable action to prevent loss, injury or damage to persons or property or to preserve the Premises and the Facilities without the prior approval of District and any of its subsidiaries pursuant costs reasonably incurred in connection therewith shall be a Project Cost. If District or Xxxxxx does not agree to such agreement are expressly subordinate participate in right of payment to all payments to be made hereunderthe alternative dispute resolution procedures described above in this Section 53, then the other Party may pursue any other remedy available at law or in equity.

Approvals. After approval (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(bdeemed approval) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither Space Plan, MEP/Lab Program, Manufacturing/Lab Layout, MEP Fully Engineered Drawings and the CorporationT.I. Plans and Specifications as provided herein, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldno changes, in the aggregate, reasonably modifications or alterations may be expected to materially adversely affect any Member’s rights made thereto by either Tenant or obligations under this Agreement (including the amount or timing of any payment made hereunder) Landlord without the prior written consent of the Member Representativeother party to this Work Letter, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Tenant’s consent shall not be required (but notice shall be provided to Tenant’s Representative) for any changes (a) that are required by any governmental agency with jurisdiction over the Building, or the applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code as required by Landlord’s insurance carrier for the issuance of insurance policies required to be maintained under the Lease; (b) as a result of field conditions, or (c) to substitute reasonably equivalent materials to avoid unanticipated delays, strikes or shortages, or (d) do not otherwise (i) materially deviate from the T.I. Plans and Specifications (as determined by Landlord in its reasonable discretion), unless all payments or (ii) result in any material increased cost to Tenant for the Landlord’s Work (“Authorized Change Directives”); provided that for purposes of clause (b)(iii) of the foregoing limitations on Authorized Change Directives, changes that do not exceed $15,000 per change order line item, or $70,000 in the aggregate, which Landlord reasonably determines are reasonably required to achieve Substantial Completion of the Tenant Improvements on or before July 1, 2013 shall not be considered to materially increase the cost to Tenant of the Landlord’s Work. The costs of any such Authorized Change Directives, and any Change Order requested by Tenant and approved by Landlord, to the T.I. Plans and Specifications are to be included within the Landlord Costs (as such term is defined below) with any excess to be paid by Tenant as Excess Costs (defined below). Any changes to the T.I. Plans and Specifications requested by Tenant after approval thereof, other than any changes as may be made by the Corporation or any of its subsidiaries Landlord pursuant to clauses (a), (b), (c) and/or (d) above in this Section 1.6, shall constitute a Change Order (as such agreement are expressly subordinate in right of payment to all payments to be made hereunderterm is defined below).

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.18(a) of the LLC Disclosure Schedule contains a list of all material Approvals of Governmental or Regulatory Authorities relating to the business conducted by the Company which are, to the Company’s Knowledge, required to be given to or obtained by the Company or any Subsidiary from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement equal to its Assumed Tax Liabilityand the Ancillary Agreements (other than the filing of the applicable Agreement of Merger, together with the required officers’ certificates, and such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under state or federal securities laws). (b) Neither Section 2.18(b) of the CorporationDisclosure Schedule contains a list of all material Approvals which are, Amneal LLC nor to the Company’s Knowledge, required to be given to or obtained by the Company from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties other than Governmental or Regulatory Authorities in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under consummation of the transactions contemplated by this Agreement (including and the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionAncillary Agreements. (c) Neither All material Approvals from Governmental or Regulatory Authorities necessary to conduct the Corporation nor business conducted by the Company as it is currently being conducted are set forth in Section 2.18(c)(1) of the Disclosure Schedule. Except as set forth in Section 2.18(c)(2) of the Disclosure Schedule, the Company has obtained all material Approvals from Governmental or Regulatory Authorities necessary to conduct the business conducted by the Company in the manner as it is currently being conducted and there has been no written notice received by the Company of any of its subsidiaries shall enter into material violation or material non-compliance with any additional agreement providing rights similar to this Agreement to any Person such Approvals. (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses d) The affirmative vote or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative holders of (such consent not i) a majority of the shares of Company Common Stock outstanding as of the applicable record date, voting separately as a class, (ii) a majority of the shares of Company Preferred Stock outstanding as of the applicable record date, voting together (on an “as converted to be unreasonably withheldCompany Common Stock” basis) as a separate class, conditioned or delayed)and (iii) a majority of the shares of Company Common Stock and Company Preferred Stock outstanding as of the applicable record date, unless all payments voting together (on an “as converted to be made by Company Common Stock” basis) as a separate class, are the Corporation or only votes of the holders of any of its subsidiaries pursuant the Company Capital Stock necessary to such agreement are expressly subordinate in right approve this Agreement, the First Merger and the transactions contemplated hereby. The affirmative vote or consent of payment the holders of a majority of each series of Company Preferred Stock is required to approve the conversion of all payments outstanding shares of Company Preferred Stock to be made hereunderCompany Common Stock prior to consummation of the First Merger.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes The Company shall sell, exchange or otherwise dispose of any asset held on or prior use commercially reasonable efforts to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined obtain all Approvals set forth in Section 1001 2.20 of the Code) from all Disclosure Schedule and Acquirer shall provide the Company with such dispositions during assistance and information as is reasonably required to obtain such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax LiabilityApprovals. (b) Neither Notwithstanding anything to the Corporationcontrary contained in Section 5.4 or elsewhere in this Agreement, Amneal LLC neither Acquirer nor any of its Subsidiaries shall have any obligation under this Agreement to (i) divest or agree to divest (or cause any of its Subsidiaries or the Company to divest or agree to divest) any of its respective businesses, product lines, assets, or capital stock or to take or agree to take (or cause any of its Subsidiaries or the Company to take or agree to take) any other action or agree (or cause any of its Subsidiaries or the Company to agree) to any limitation or restriction on any of its respective businesses, product lines, assets, or capital stock, or (ii) litigate or participate in the litigation of any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental or Regulatory Authority (A) challenging or seeking to restrain or prohibit the consummation of the Acquisition or any of the other transactions contemplated by this Agreement, or seeking to obtain from Acquirer or any of its Subsidiaries any damages in relation therewith; (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Acquirer or any of their respective Affiliates shall make a Subsequent Acquisition if of all or any portion of the Subsequent Acquisition Tax Benefits from business or assets or any product of the Company or its Subsidiaries or Acquirer or its Subsidiaries or to require any such Subsequent Acquisition and person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all prior Subsequent Acquisitions couldor any portion of the business or assets or any product of the Company or its Subsidiaries or Acquirer or its Subsidiaries, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled each case as a result of a transaction) without or in connection with the prior written consent Acquisition or any of the Member Representative other transactions contemplated by this Agreement; or (such consent not C) seeking to be unreasonably withheld, conditioned (1) directly or delayed), unless all payments to be made by the Corporation indirectly prohibit Acquirer or any of its subsidiaries pursuant Affiliates from effectively controlling in any respect any of the business or operations of the Company or its Subsidiaries or (2) directly or indirectly prevent the Company or its Subsidiaries from operating any of their business in substantially the same manner as operated by the Company and its Subsidiaries immediately prior to such agreement are expressly subordinate in right the date of payment to all payments to be made hereunderthis Agreement.

Approvals. (a) Neither the Corporationexecution or delivery by the Indenture Trustee of this Indenture nor the consummation of the transactions by the Indenture Trustee contemplated hereby requires the consent or approval of, Amneal LLC nor any direct the giving of notice to, the registration with or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose the taking of any asset held on other action with respect to any Governmental Authority under any existing federal or prior to State of New York or State of Delaware law governing the Closing Date by Amneal LLC banking or trust powers of the Indenture Trustee. Section 912 Indenture Trustee Offices. The Indenture Trustee shall maintain in the State of Delaware an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange, which office shall initially be located at the Corporate Trust Office, and shall promptly notify the Issuer, the Manager and the Noteholders of any entity change of such location. Section 913 Notice of Various Events. If a Responsible Officer of the Indenture Trustee shall have actual knowledge that was a subsidiary an Event of Amneal LLC prior to Default or an Early Amortization Event shall have occurred and be continuing, the Closing Date Indenture Trustee shall promptly (but in any twelve event within five (125) month period if, following such disposition, Business Days) give written notice thereof to each affected Noteholder and the cumulative “amount realized” (as that term is defined in Section 1001 Transition Agent. For all purposes of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldthis Indenture, in the aggregateabsence of actual knowledge by a Responsible Officer of the Indenture Trustee, reasonably the Indenture Trustee shall not be expected deemed to materially adversely affect have actual knowledge of any Member’s rights Event of Default or obligations Early Amortization Event unless notified in writing thereof by the Issuer, the Seller, the Manager, the Transition Agent or any Noteholder. Section 914 Notices. Any application by the Indenture Trustee for written instructions from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the Indenture Trustee under this Agreement Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in such application on or after the date specified in such application (including which date shall not be less than five (5) Business Days after the amount or timing of date any payment made hereunder) without the prior written consent officer of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent limited liability company manager of the Member Representative (Issuer actually receives such consent not to be unreasonably withheld, conditioned or delayed)application, unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.officer shall

Approvals. (a) Neither a. Effectiveness of the CorporationAmendment is subject, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period ifextent required, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless to: (i) approval of the Membership Representative provides its prior written consent Fund's stockholders on or before thirty days after the Fund's Annual Meeting, including any adjournments or postponements thereof (the "Final Approval Date"), at which the issuance of the Award Shares is submitted to such transaction a vote of the Fund's Stockholders (which consent may be granted or withheld in "Stockholder Approval"), unless extended by agreement of the Member Representative’s sole discretion) or parties; and (ii) approval of the Corporation agrees to Nasdaq of the inclusion of the Award Shares and the Final Award Shares in the Nasdaq National Market System ("Nasdaq Approval"). The Fund shall use its best efforts to ensure thatpromptly obtain Stockholder Approval and Nasdaq Approval, during as well as any other consents or approvals which may be required. Pending Stockholder Approval and Nasdaq Approval, the taxable periods Fund shall issue the Award Shares issuable in respect of the Additional Compensation for the year ended December 31, 1996 into escrow to be held for the Executive's benefit pending such approvals. The Executive shall be entitled to all distributions paid by the Fund in respect of the shares held in escrow. If Stockholder Approval and NASDAQ Approval is obtained by the Final Approval Date, the Fund shall release the Additional Incentive Shares from escrow to the Executive as soon as practicable, but in no event later than five (5) business days after receipt of the last approval. These shares may not be transferred by the Executive except in compliance with federal and state securities law or an exemption therefrom. These shares shall have the benefit of the Registration Rights Agreement described in Section 3 hereof. b. If either Stockholder Approval or Nasdaq Approval is not obtained by the Final Approval Date then: (i) the amendments contemplated by SECTION 1 hereof shall be null and void and the terms and conditions of the Employment Agreement shall remain in full force and effect unless amended, waived or altered by the parties; (ii) the Additional Incentive Shares shall be immediately cancelled (the "Cancelled Shares"); (iii) Executive shall be paid, in cash, an amount equal to the Additional Compensation which any Member is allocated gain attributable had been previously paid through the issuance of the Cancelled Shares, and thereafter, all Additional Compensation due in connection with the Agreement shall be paid 20% in the form of Award Shares and 80% in cash; and (iv) Executive shall be entitled to such transaction, each such Member receives distributions be paid interest on the Additional Compensation paid to it pursuant to Section 4.01(b(iii) above in respect of the Cancelled Shares at the same rate as dividends are then being paid in respect of the Fund's shares, with any dividends theretofore received in respect of the Cancelled Shares credited against the interest due. For purposes of this paragraph, the rate at which dividends are then being paid on the Fund's shares shall be deemed to be the percentage which the dividend payable with respect to the Cancelled Shares bears to the cash value. For this purpose, cash value shall mean eighty percent (80%) of the LLC Agreement equal to its Assumed Tax LiabilityAdditional Compensation payable under SECTION 6(c). (b) Neither c. If the CorporationExecutive is not employed by the Fund on January 1, Amneal LLC nor any 1998, pursuant to a new Employment Agreement with the Fund acceptable to Executive, then, notwithstanding the provisions of their respective Affiliates SECTION 6(d), as amended, the Executive shall make a Subsequent Acquisition if have the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldoption, exercisable in his sole discretion, to require the aggregate, reasonably be expected Fund to materially adversely affect any Member’s rights or obligations under this Agreement (including pay the amount or timing of any payment made hereunder) without the prior written consent Executive 80% of the Member RepresentativeAdditional Compensation for the fiscal year ended December 31, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent 1997 and/or all of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by Additional Compensation due Executive under SECTION 6(c) AND 6(d) in cash no later than the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderVesting Date.

Approvals. After the execution of this Lease, Tenant shall diligently proceed to obtain all governmental permits, approvals, licenses and/or certificates required in connection with Tenant's use of the Premises, Tenant's alterations or improvements to the Premises, and Tenant's operation of passenger ferry services between the Premises and destinations selected by Tenant (collectively called herein the "Permits"). Tenant shall not be deemed to have obtained the Permits unless (a) Neither all of the CorporationPermits contain terms and conditions acceptable to Tenant in its sole discretion, Amneal LLC nor any direct or indirect subsidiary and (b) all of Amneal LLC the Permits are final and unappealable (it being understood that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior all appeal periods applicable to the Closing Date by Amneal LLC Permits shall have expired with no appeal having been filed, or any entity that was a subsidiary if an appeal should be filed, it having been finally and conclusively resolved, without right of Amneal LLC prior to the Closing Date further appeal, in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 favor of the Code) from Permit). If Tenant has not obtained all such dispositions during such twelve Permits within one hundred eighty days (12180) month period would be in excess days after the date of $40,000,000this Lease, unless then Tenant shall have the right to either (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) terminate this Lease or (ii) extend the Corporation contingency period for another sixty (60) days by notice given to Landlord within ten (10) days after the expiration of said one hundred eighty (180) day period; if Tenant exercises its right to extend the contingency period for an additional sixty (60) days, and if Tenant has not obtained all such Permits within the additional sixty (60) days, then Landlord and Tenant shall each have the right to terminate the lease by notice given to the other party within ton (10) days after the expiration of said sixty (60) day period. In the event that either party elects to terminate this Lease in accordance with this Paragraph 6, the Lease shall terminate as of the date of such notice of termination and thereafter neither party shall have any obligations or liability hereunder, except those which arose prior to the termination date. Landlord agrees to use cooperate with Tenant in connection with the Permits; Tenant agrees to reimburse Landlord for its best efforts to ensure that, during out of pocket costs incurred at Tenant's request in connection with obtaining the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax LiabilityPermits. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither The execution, delivery and performance of this Amendment and any other documents executed in connection herewith and the Corporationtransactions contemplated hereby and thereby do not require the approval or consent of or approval of any Person or the authorization, Amneal LLC nor consent, approval of or any direct license or indirect subsidiary permit issued by, or any filing or registration with, or the giving of Amneal LLC that is treated as a partnership any notice to, any court, department, board, commission or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellother governmental agency or authority other than those already obtained. . After giving effect to this Amendment, exchange each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise dispose made by or on behalf of any asset held on or prior such Persons in connection therewith are true and correct in all material respects (subject to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b§1.2(m) of the LLC Agreement equal Credit Agreement) as of the date hereof except for representations or warranties that expressly relate to an earlier date. . Each of the Leases relating to each Borrowing Base Property included in the calculation of Borrowing Base Availability is in full force and effect in accordance with its Assumed Tax Liability. respective terms without (except with respect to the existing Lease relating to the Texas Ten Portfolio) any payment default or any other material default thereunder (without regard to any grace or notice and cure period), nor are there any defenses, counterclaims, offsets, concessions or rebates available to a tenant thereunder, and neither the Borrower nor any Guarantor has given or made any notice of any payment or other material default, or any claim, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant. Borrower and Guarantors have delivered to Agent copies of all notices of default delivered to any Major Tenant or Operator under a Lease or Operators’ Agreement, as applicable, with respect to a Borrowing Base Asset. Except as described in Paragraph 4(a) and (b) Neither the Corporationabove, Amneal LLC nor there have been no amendments, modifications, concessions or waivers (whether written or oral) of any of their respective Affiliates shall make Lease relating to a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, Borrowing Base Property included in the aggregate, reasonably be expected calculation of Borrowing Base Availability or Operators’ Agreement which have not been delivered to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionand approved by Agent. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease) that meets the Corporation, Amneal LLC nor following requirements may be entered into by any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC Borrower or any entity that was a subsidiary of Amneal LLC Operating Lessee without Lender’s prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas a term (together with all extension and renewal options) of not less than three (3) years or more than ten (10) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgages and the Assignments of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of any Borrower, any Operating Lessee or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal applicable Property) or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to its Assumed Tax LiabilityLender’s prior approval. (b) Neither the Corporation, Amneal LLC Borrowers nor Operating Lessees shall permit or consent to any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights assignment or obligations under this Agreement (including the amount or timing sublease of any payment made hereunder) Major Lease without the Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the Member Representativeapplicable Borrower or Operating Lessee). Lender, which consent at Borrowers’ sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenants and which are acceptable to Lender. (c) Neither Each Borrower or Operating Lessee shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of its subsidiaries shall enter into any additional agreement providing rights similar a tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Property. (d) Notwithstanding anything to the contrary contained in this Agreement to any Person (including any agreement Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to which the Corporation provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrowers or Operating Lessees to Lender requesting such approval or consent is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the Corporation becomes entitled as a result of a transaction) without the prior written consent top of the Member Representative first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO ARC HOSPITALITY BALTIMORE, LLC AND ARC HOSPITALITY PROVIDENCE, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (such consent not to be unreasonably withheld20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, conditioned or delayed), unless all payments to be made and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrowers in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO ARC HOSPITALITY BALTIMORE, LLC AND ARC HOSPITALITY PROVIDENCE, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second ten (10) Business Day period.

Approvals. (a) Neither the CorporationAs used herein, Amneal LLC nor “Approval” and any direct variation thereof (such as “Approved” or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior “Approve”) refers to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which applicable Party or other Person. When used with reference to a Governmental Entity such terms are intended to refer to the particular form of consent may be granted or withheld approval required from such Governmental Entity in order to obtain the Member Representative’s sole discretionAuthorization being sought. (cb) Neither Whenever Approval is required of Developer, any Vertical Developer, the Corporation nor any of its subsidiaries Agency, the Agency Commission or the Agency Director under this DDA, it shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), delayed unless all payments the Approval is explicitly stated in this DDA to be made within the “sole discretion” (or words of similar import) of the Party whose Approval is sought. The reasons for failing to grant Approval, or for giving a conditional Approval, shall be stated in reasonable detail in writing, except by the Corporation Agency Commission, which as a public body will grant or deny Approval in open session at a duly held and noticed public meeting in accordance with applicable public meeting laws. Approval by Developer, any Vertical Developer or the Agency to or of any act or request by the other shall not be deemed to waive or render unnecessary Approval to or of any similar or subsequent acts or requests. In determining whether to give an Approval, no Party shall require changes from or impose conditions inconsistent with (i) the Redevelopment Requirements or (ii) matters it has previously Approved with respect to the matter at issue. (c) Unless otherwise provided in this DDA, whenever Approval or any other action is required by the Agency Commission, the Agency Director shall upon the request of Developer submit such matter to the Agency Commission at the next regularly-scheduled meeting of the Agency Commission for which an agenda has not yet been finalized and for which the Agency can prepare and submit a staff report in keeping with the Agency’s standard practices. (d) Unless otherwise provided in this DDA, Approvals or other actions of the Agency (as opposed to the Agency Director or the Agency Commission) will be given or undertaken, as applicable, by the Agency Director. (e) Developer shall from time to time by notice to the Agency designate the Persons who may act as its subsidiaries pursuant “Developer Representative”. Approvals or other actions of Developer shall be given or undertaken, as applicable, by Developer’s Representative or such other Person that provides evidence reasonably acceptable to the Agency Director that such agreement are expressly subordinate in right Person is duly authorized to act on behalf of payment to all payments to be made hereunderDeveloper.

Approvals. (a) Neither Seller covenants and agrees that during the Corporation, Amneal LLC nor any direct Interim Period it will promptly file for and use commercially reasonable efforts to obtain Seller’s Approvals. Buyer covenants and agrees that during the Interim Period it will promptly file for and use commercially reasonable efforts to obtain Buyer’s Approvals. Seller and Buyer shall provide information and communications to governmental or indirect subsidiary regulatory authorities as such governmental or regulatory authorities may reasonably request in connection with this Agreement and the Related Agreements and obtaining Seller’s Approvals and Buyer’s Approvals. Each of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless Seller and Buyer (i) shall provide to the Membership Representative provides its other copies of all non confidential portions of filings, applications and other material written communication, in substantially the form to be filed with or submitted to governmental or regulatory authorities in connection with this Agreement, the Related Agreements or in connection with obtaining Seller’s Approvals and Buyer’s Approvals at least five (5) days prior written consent to such transaction (which consent may be granted filing, submission or withheld in the Member Representative’s sole discretion) or communication, (ii) shall consider in good faith the Corporation agrees comments of the other party in respect of such filings, applications and communications and (iii) shall thereafter keep the other party apprised of the status of such filings, applications and communications. Each of Seller and Buyer shall pay all amounts required to be paid by it in obtaining the Seller’s Approvals and Buyer’s Approvals, respectively. Subject to Applicable Law relating to the sharing of information, Buyer and Seller shall notify and keep each other advised as to, and provide copies of any communication it or any of its Affiliates receives from any governmental or regulatory authority relating to the matters subject to this Agreement. To the extent that either party participates in any meeting with any governmental or regulatory authorities relating to matters that are the subject of this Agreement, such party shall use its best commercially reasonable efforts to ensure thatconsult with the other party in advance, during and to the taxable periods in which any Member is allocated gain attributable extent permitted by such authorities, give the other party an opportunity to attend and participate at such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilitymeeting. (b) Neither Notwithstanding the Corporationforegoing or any other provision of this Agreement to the contrary, Amneal LLC nor nothing in this Agreement will be deemed to require Buyer to consent to a condition or burden imposed by a governmental authority in connection with the granting of any of the Seller’s Approvals or Buyer’s Approvals if such condition or burden (i) seeks to prohibit or limit the ownership, or materially limit the operation, by Buyer or the Company of the business or assets of the Company (including any Insurance Qualification) or to compel the Company, Buyer or its Affiliates to dispose of or hold separate any portion of their respective business or assets as a result of the transactions contemplated by this Agreement, (ii) seeks to impose any limitation on the ability of Buyer or its Affiliates shall to exercise full rights of direct or indirect ownership of or control over the Company or its assets or materially limit the control of the Company’s operations or (iii) would place a material financial or material operational burden on Buyer; provided, however, that any requirement by the Illinois Department of Insurance that the Buyer (x) make a Subsequent Acquisition if capital contribution to increase the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldCompany’s statutory surplus to an amount not in excess of $21 million or (y) hire any personnel or procure any resources or functions reasonably required to sustain the proposed business plan of the Company filed with the Form A application, shall not be deemed a condition or burden pursuant to clauses (i) through (iii) of this Section 5.2(b). Notwithstanding anything to the contrary, nothing in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including will be deemed to require Seller to consent to a condition or burden imposed by a governmental authority in connection with the amount or timing granting of any payment made hereunder) without the prior written consent of the Member RepresentativeSeller’s Approvals or Buyer’s Approvals if such condition or burden would be materially adverse to Seller, which consent may be granted including a request to make any financial accommodation to the Company or withheld in Buyer (whether by contributing capital to the Member Representative’s sole discretionCompany, entering into a capital maintenance agreement for the benefit of the Company or Buyer, or otherwise). (c) Neither Notwithstanding anything herein to the Corporation nor any contrary, Buyer shall use its commercially reasonable efforts to cause an application of its subsidiaries shall enter into any additional agreement providing rights similar “Form A – Statement of Acquisition of Control of a Domestic Insurer” (“Form A”) to be filed with the Illinois Department of Insurance in respect of the transactions contemplated by this Agreement as soon as possible following the date of this Agreement, but in no event later than ten (10) days following the date of this Agreement, and thereafter, if required, cause any amendments to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses Form A application and other required or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not appropriate filings to be unreasonably withheldmade, conditioned or delayedand shall at all times between the date hereof and the Closing, subject to Section 5.2(b), unless take such other actions as are required by Buyer to obtain Form A approval from the Illinois Department of Insurance and all other Buyer’s Approvals. (d) Seller and Buyer shall use commercially reasonable efforts to obtain any other consents and approvals and make any other notifications that may be required in connection with the transactions contemplated by this Agreement and the Related Agreements; provided, however, that no party shall be required to compensate, other than any de minimis payments or consideration, any third party in order to be made by the Corporation obtain such third party’s consent or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapproval.

Approvals. (a) Neither The execution and delivery of this Agreement by Seller and the Corporationconsummation of the transactions contemplated by this Agreement and the execution and delivery of the Amended LLC Agreement by Seller and the consummation of the transactions contemplated therein will not, Amneal LLC nor any direct require the consent, approval, order or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose authorization of any asset held on Governmental Authority or prior to the Closing Date regulatory authority or, assuming execution and delivery by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 all parties of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000Amended LLC Agreement, unless (i) the Membership Representative provides its prior written consent any other person under any permit, license, agreement, indenture or other instrument to such transaction (which consent may be granted Seller is a party or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member of its respective properties are subject, and no declaration, filing or registration with any Governmental Authority or regulatory authority is allocated gain attributable required by Seller in connection with the execution and delivery of this Agreement and the consummation of such transactions other than notice filings to be made after the Closing, in each case except such transaction, each as would not materially impair the ability of Seller to consummate the transactions contemplated by this Agreement or for such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityconsents and approvals as have been received. (b) Neither The execution and delivery of this Agreement by Seller and the Corporationconsummation of the transactions contemplated by this Agreement and the execution and delivery of the Amended LLC Agreement by Seller and the consummation of the transaction contemplated therein will not, Amneal require the consent, approval, order or authorization of any Governmental Authority or regulatory authority or, assuming execution and delivery by all parties of the Amended LLC nor Agreement, any other person under any permit, license, agreement, indenture or other instrument to which the Company or any of its Subsidiaries is a party or to which any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition properties is subject, and all prior Subsequent Acquisitions couldno declaration, in the aggregate, reasonably be expected to materially adversely affect filing or registration with any Member’s rights Governmental Authority or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation regulatory authority is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made required by the Corporation Company or any of its subsidiaries pursuant to Subsidiaries in connection with the execution and delivery of this Agreement and the consummation of such agreement are expressly subordinate in right of payment to all payments transactions other than notice filings to be made hereunderafter the Closing, in each case except such as would not have a Material Adverse Effect.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Corporationaffected Lenders, Amneal LLC nor any direct all Lenders, the Majority Lenders or indirect subsidiary Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Xxxxxx receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Xxxxxx receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §12.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §12.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without the prior written such Xxxxxx’s failure to respond to any approval or consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or request within any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.32(a) of the LLC Company Disclosure Schedule contains a list of all material Approvals of Governmental or Regulatory Authorities known to the Company relating to the business conducted by the Company and its Subsidiaries which are required to be given to or obtained by the Company or any of its Subsidiaries from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement equal to its Assumed Tax Liabilityand the Ancillary Agreements (other than the filing of the Certificate of Merger, together with the required officers’ certificates, and such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under state or federal securities laws). (b) Neither Section 2.32(b) of the Corporation, Amneal LLC nor Company Disclosure Schedule contains a list of all material Approvals known to the Company which are required to be given to or obtained by the Company or any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits its Subsidiaries from such Subsequent Acquisition any and all prior Subsequent Acquisitions could, third parties other than Governmental or Regulatory Authorities in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under consummation of the transactions contemplated by this Agreement (including and the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionAncillary Agreements. (c) Neither Except as set forth in Section 2.32(c) of the Corporation nor any Company Disclosure Schedule, the Company and each of its subsidiaries shall enter into any additional agreement providing rights similar Subsidiaries has obtained all material Approvals from Governmental or Regulatory Authorities necessary to this Agreement to any Person (including any agreement pursuant to which conduct the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made business conducted by the Corporation Company or any of its subsidiaries pursuant Subsidiaries in the manner as it is currently being conducted and there has been no written notice received by the Company or any of its Subsidiaries of any material violation or material non-compliance with any such Approvals. All material Approvals from Governmental or Regulatory Authorities necessary to such agreement conduct the business conducted by the Company or any of its Subsidiaries as it is currently being conducted are expressly subordinate set forth in right Section 2.32(c) of payment the Company Disclosure Schedule. (d) The affirmative vote or consent of the holders of a majority of the shares of Company Common Stock outstanding as of the applicable record date is the only vote of the holders of any of the Company Capital Stock necessary to all payments to be made hereunderapprove this Agreement and the Merger and the transactions contemplated hereby. The shares owned by the Majority Stockholder constitutes a majority of the Company Common Stock.

Approvals. Except for any approvals as may be required in connection with the business subsequent to the date hereof, the Company hereby confirms that all approvals necessary under Applicable Law with respect to the business of the Company, have been taken by it and the same are valid and subsisting as at the date hereof. A. The Company shall supply to the Trustee (asufficient copies for all Debenture Holder(s) Neither if the CorporationTrustee so requests): 1) promptly upon becoming aware of them, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose the details of any asset held on event which may have a Material Adverse Effect; 2) half yearly financial results within forty five (45) days from the end of the each half 3) Periodical status/ performance reports within 7 days of the relevant board meeting or prior within 45 days of the respective quarter whichever is earlier. 4) at the end of each year from the Deemed Date of Allotment, a certificate from the statutory auditors of the Company with respect to the Closing use of the proceeds raised through the issue of Debentures; 5) at the end of each year from the Deemed Date by Amneal LLC or of Allotment, a certificate from the Statutory Auditor giving value of book debts/receivables2; 6) upon there being any entity that was a subsidiary of Amneal LLC prior change in the credit rating assigned to the Closing Date Debentures, as soon as reasonably practicable thereafter, a letter notifying the Trustee of such change in the credit rating of the Debentures further also inform the Debenture Trustee promptly in the case there is any twelve default in timely payment of interest or redemption or both; 7) The Company hereby declares that the Company is in compliance with the provisions of the Foreign Account Tax Compliance Act (12“FATCA”) month period if, following such dispositionand the Company hereby undertakes to ensure the compliance of the provisions of the FATCA at all time during the currency of this transaction/ deed. The Company agrees to provide the respective authorities with any documentation or information requested relating to self or beneficiary or related tax entity to the extent required by the Debenture Trustee for meeting its compliances. Further, the cumulative “amount realized” (as that term is defined in Section 1001 Company indemnifies the Debenture Trustee for any penal consequence arising due to non-compliance of the Code) from aforesaid provision by the Company. The Company agrees that it will provide a copy of the documents provided to the tax authorities to the Debenture Trustee for its records. 8) A copy of all such dispositions during such twelve (12) month period would be in excess of $40,000,000notices, unless resolutions and circulars relating to – (i) new issue of non-convertible debt securities at the Membership Representative provides its prior written consent same time as they are sent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or shareholders/ holders of non-convertible debt securities; (ii) the Corporation agrees meetings of holders of non-convertible debt securities under this issue at the same time as they are sent to use its best efforts the holders of non- convertible debt securities or advertised in the media including those relating to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) proceedings of the LLC Agreement equal to its Assumed Tax Liability.meetings (b9) Neither At the Corporation, Amneal LLC nor any end of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent every calendar quarter within 7 days of the Member Representative, which consent may be granted relevant board meeting or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent within 45 days of the Member Representative (such consent not to be unreasonably withheldrespective quarter whichever is earlier, conditioned or delayed), unless all payments to be made by a report confirming the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.following:

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to Other than any such transaction (which consent matters that may be granted or withheld required of a Non-US Lender in connection with its involvement in the Member Representative’s sole discretiontransactions contemplated by this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Credit Documents executed by any Loan Party or the performance or consummation of the transactions contemplated thereby, except for those which have been made or obtained and are in full force and effect and with respect to that portion of the Collateral the perfection of which is not required pursuant to the terms of this Agreement. (ii) All Governmental Authorizations have been duly obtained and are in full force and effect without any known conflict with the rights of others and free from any unduly burdensome restrictions, where any such failure to obtain such Governmental Authorizations or any such conflict or restriction could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No Significant Party has received any written notice or other written communications from any Governmental Authority regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Governmental Authorization, or (ii) any other limitations on the Corporation agrees conduct of business by any Significant Party, except where any such revocation, withdrawal, suspension, termination, modification, imposition or limitation could not reasonably be expected to use its best efforts to ensure thathave, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, either individually or in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiona Material Adverse Effect. (ciii) Neither No Governmental Authorization is required for either (y) the Corporation nor pledge or grant by any Loan Party as applicable of its subsidiaries shall enter into any additional agreement providing rights similar the Liens against the Collateral in which the Administrative Agent is to have a perfected Lien in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document or (z) the exercise by the Administrative Agent of any rights or remedies in respect of any such Collateral in which the Administrative Agent is to have a perfected Lien in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document (whether specifically granted or created pursuant to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned Security Documents or delayedcreated or provided for by any Governmental Rule), unless all payments except for (1) such Governmental Authorizations that have been obtained and are in full force and effect and fully disclosed to be made by the Corporation Administrative Agent in writing, and (2) filings or recordings contemplated in connection with this Agreement or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderSecurity Document.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) provides for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) is on commercially reasonable terms, (iii) has a term of not more than twenty (20) years, including all extensions and renewals (unless Lender approves in writing a longer term or such extensions or renewals are required to be on market terms and conditions at the Membership Representative time of such extension or renewal), (iv) unless a subordination, non-disturbance and attornment agreement is delivered pursuant to this Section 4.13.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) is with Tenants that are creditworthy in the reasonable business judgment of Borrower, (vi) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) is not with an Affiliate of Borrower or Guarantor, and (viii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except for (A) a termination right in the event of the destruction or condemnation of substantially all of an Individual Property or (B) a termination right entered into in the ordinary course of business, that, individually and in the aggregate with all other termination rights contained in Leases at the applicable Individual Property, could not be reasonably expected to result in a Material Adverse Effect), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications (including without limitation any voluntary termination or surrender) thereof executed after the date hereof shall be subject to Lender’s prior approval (other than renewals, expansions, contractions and other unilateral options exercised by the applicable Tenant pursuant to the express terms of a Lease) which approval shall not be unreasonably withheld. In connection with any Lender consent required hereunder with respect to any Lease or any renewal, amendment or modification of a Lease, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Lease or such renewal, amendment or modification of a Lease, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its prior written consent to such transaction Lease or such renewal, amendment or modification of a Lease based on any objection to any material economic and/or non-economic terms which Lender has previously approved (which consent may be granted provided, such Lease or withheld in the Member Representativesuch renewal, amendment or modification of a Lease is delivered to Lender for approval within 90 days after Lender’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) approval of the LLC Agreement equal to its Assumed Tax Liabilitymaterial economic and non-economic terms of such Lease or such renewal, amendment or modification of a Lease). (b) Neither Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the CorporationTenant thereunder not requiring the consent of Borrower), Amneal LLC nor which approval shall not be unreasonably withheld; provided however, Lender’s consent shall not be required in connection with the assignment or sublease of a Major Lease if (i) no Event of Default is continuing, (ii) the assignment or sublease is effectuated in accordance with the terms of such Major Lease, (iii) pursuant to the terms of such Major Lease, Borrower is required to be reasonable or exercise reasonable discretion is considering the approval of such assignment or sublease, (iv) not later than ten (10) Business Days after the effective date of any assignment Borrower delivers to Lender written notice describing in reasonable detail such assignment of their respective Affiliates such Major Lease, which notice shall make include a Subsequent Acquisition if reasoned statement of Borrower’s conclusion that Borrower’s approval or consent to such assignment was reasonable, (v) the Subsequent Acquisition Tax Benefits from assigning or subletting Tenant continues to remain liable for all obligations and liabilities under such Subsequent Acquisition Major Lease following such assignment or sublease and all prior Subsequent Acquisitions could(vi) there is no other amendment or modification to such Major Lease which would otherwise require Lender’s approval under this Section 4.13. In addition to the foregoing, in the aggregate, reasonably be expected to materially adversely affect connection with any Member’s rights or obligations under this Agreement (including the amount or timing sublease of any payment made hereunderMajor Lease which demises over 37,500 rentable square feet to the sub-tenant, Borrower shall use commercially reasonable efforts to notify Lender of such sublease within ten (10) without Business Days after the prior written consent effective date of such sublease. Lender, at Borrower’s sole cost and expense, shall execute and deliver a subordination, non-disturbance and attornment agreement, in form and substance substantially similar to the Member Representativeform attached hereto as Exhibit D (a “Non-Disturbance Agreement”), with any Tenant entering into a new Lease or a modification of a Lease, in each case, which consent demises more than 10,000 rentable square feet at the applicable Individual Property, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenant and which are reasonably acceptable to Lender. (c) Neither Borrower (i) shall observe and perform the Corporation nor obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not collect any of its subsidiaries the Rents more than one (1) month in advance (other than security deposits); (iv) shall enter into not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which space or term, materially reduce the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent obligations of the Member Representative (such consent not to be unreasonably withheld, conditioned Tenant or delayed)increase the obligations of the lessor, unless all payments to if such amendment would be made by the Corporation or any of its subsidiaries pursuant to permitted without Lender consent if such agreement are expressly subordinate in right of payment to all payments to be made hereunder.amendment were a new

Approvals. After the Closing Date, the Insurer, the Company and the Independent Fiduciary shall each use commercially reasonable efforts to (ai) Neither revise the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC Specimen Contract Form to reflect the revisions that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or were mutually agreed to by the parties prior to the Closing Commitment Agreement Date by Amneal LLC or and negotiate any entity that was a subsidiary of Amneal LLC prior additional revisions to the Closing Date in any twelve Specimen Contract Form (12) month period if, following such dispositionas so revised, the cumulative “amount realized” Modified Contract Form”) in accordance with paragraph 2.b and (as that term is defined in Section 1001 ii) negotiate any revisions to the forms of annuity certificates. To the extent required by applicable law, the Insurer shall submit the Modified Contract Form for approval by the applicable state’s insurance commission no later than 20 Business Days after the Insurer, the Company and the Independent Fiduciary have agreed to the final terms of the Code) from all such dispositions during such twelve (12) month period would be in excess Modified Contract Form. The Insurer shall submit the forms of $40,000,000, unless annuity certificates for any required approvals by the applicable states’ insurance commissions by the later of (i) 45 Business Days after the Membership Representative provides its prior written consent to such transaction Insurer, the Company and the Independent Fiduciary, each acting in good faith, have agreed upon the forms of annuity certificates (which consent may be granted or withheld in the Member Representative’s sole discretionneed not include a customized annuity form description) or and (ii) the Corporation agrees to use its best efforts to ensure Business Day (A) on which the Insurer shall have received the applicable state’s insurance commission’s approval of the Modified Contract Form or (B) if no such approval is required by applicable law, on which the Insurer, the Company and the Independent Fiduciary, each acting in good faith, have agreed upon the final terms of the Modified Contract Form; provided that, during the taxable periods in which any Member is allocated gain attributable to such transactionconsistent with paragraph 5.c, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts no regulatory approval with respect to tax benefits resulting from any net operating losses or other tax attributes annuity certificates referenced in this paragraph 2.a shall be required prior to which the Corporation becomes entitled as a result consummation of a transaction) without Buy-Out Conversion. In the prior written consent event that any approval, to the extent required by applicable law, is not granted, or if the Modified Contract Form is disapproved, the Insurer, the Independent Fiduciary and the Company will cooperate in good faith to mutually agree on modifications to the Modified Contract Form to address the requests of the Member Representative (such consent not applicable state’s insurance commission, if any, and, to be unreasonably withheldthe extent possible, conditioned or delayed), unless all payments to be made by preserve the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate provisions in right of payment to all payments to be made hereunderthe Modified Contract Form.

Approvals. (a) Neither Without limiting the Corporationgenerality of the foregoing, Amneal LLC nor each Grantor shall take any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior action which the Collateral Agent may reasonably request in order to transfer and assign to the Closing Date by Amneal LLC Collateral Agent, or any entity that was such one or more third parties as the Collateral Agent may designate, or to a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 combination of the Code) foregoing, each Communications License, CATV Franchise or PUC Authorization or other approval from all a Governmental Authority and the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction to enforce such dispositions during obligations. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such twelve (12) month period would Communications License, CATV Franchise or PUC Authorization or other approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be in excess transferred. Each Grantor hereby agrees to authorize such an involuntary assignment or transfer of $40,000,000control upon the request of the receiver so appointed and, unless (i) if such Grantor shall refuse to authorize the Membership Representative provides transfer, its prior written consent to such transaction (which consent approval may be granted or withheld in required PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. by the Member Representative’s sole discretion) or (ii) the Corporation agrees to court. Furthermore, each Grantor shall use its best efforts to ensure thatassist in obtaining approval of any Governmental Authority, during if required, for any action or transaction contemplated by this Agreement, including, without limitation, the taxable periods preparation, execution and filing with any Governmental Authority of the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Communications License, CATV Franchise or PUC Authorization or other approval or transfer of control necessary or appropriate under the rules and regulations of any Governmental Authority for the approval of the transfer or assignment of any portion of the assets of such Grantor, together with any Communications License, CATV Franchise or PUC Authorization or other approval. Because each Grantor agrees that the Collateral Agent’s remedy at law for failure of such Grantor to comply with the provisions of this Section 5.7 would by inadequate and that such failure would not be adequately compensable in which any Member is allocated gain attributable to such transactiondamages, each Grantor agrees that these covenants and agreements may be specifically enforced, and each Grantor hereby waives, and agrees not to assert, any defenses against an action for specific performance of such Member receives distributions pursuant to Section 4.01(b) covenants. Notwithstanding the foregoing, the Lenders and the Collateral Agent understand and agree that the assignment or transfer of control of some of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made Communications Licenses requires advance approval by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderFCC.

Approvals. (a) Neither Each party hereto shall proceed diligently and in good faith and shall use its reasonable best efforts to obtain, as promptly as practicable, (i) all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary for such party's execution and delivery of, and the Corporationperformance of its obligations pursuant to, Amneal LLC nor this Agreement and the other Transaction Documents, including, without limitation, all authorizations or waivers required under the HSR Act and by the New York State Department of Insurance, and (ii) all approvals and consents required under all Contracts to which the Company or any direct or indirect subsidiary of Amneal LLC that its Subsidiaries is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellparty to consummate the transactions contemplated hereby. Each party will cooperate fully (including, exchange or otherwise dispose of any asset held on or prior without limitation, by providing all information the other party reasonably requests) with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Notwithstanding anything to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date contrary in any twelve (12) month period if, following such dispositionthis Section 5.5, the cumulative “amount realized” (as that term is defined in Section 1001 of Parent and the Code) from all such dispositions during such twelve (12) month period would Company shall not be in excess of $40,000,000, unless required to agree to (i) the Membership Representative provides divestiture (including through a licensing arrangement) by the Parent or any of the Parent's Subsidiaries (including the Company and its prior written consent to such transaction (which consent may be granted Subsidiaries) of any of their respective businesses, product lines or withheld in the Member Representative’s sole discretion) assets, or (ii) the Corporation agrees imposition of any limitation on the ability of any of them to use its best efforts conduct their business or to ensure thatown or exercise control of such assets, during properties and stock, each, a "Restraint". All filing fees required to be paid in connection with any filing under the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) HSR Act shall be expenses of the LLC Agreement equal Purchasers. Notwithstanding anything herein to its Assumed Tax Liabilitythe contrary, in obtaining any consent required hereunder, the Purchasers shall not be required to consent to any restrictions on or any other Restraint on their businesses or those of their Affiliates nor to modify any term of (i) their investment in the Company or (ii) the Transaction Documents in any material respect. (b) Neither Each party hereto shall promptly inform the Corporation, Amneal LLC nor other party of any communication from any Governmental Entity regarding any of their respective Affiliates shall make the transactions contemplated by this Agreement. If any party or Affiliate thereof receives a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits request for additional information or documentary material from any such Subsequent Acquisition and all prior Subsequent Acquisitions could, Governmental Entity in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent respect of the Member Representativetransactions contemplated hereby, which consent may be granted then such party will endeavor in good faith to make, or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not cause to be unreasonably withheldmade, conditioned or delayed)as soon as reasonably practicable and after consultation with the other party, unless all payments to be made by the Corporation or any of its subsidiaries pursuant to an appropriate response in compliance with such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationLenders, Amneal LLC nor any direct the Majority Revolving Credit Lenders, the Majority U.S. Dollar Revolving Credit Lenders, the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders or indirect subsidiary the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any Person (including approval or consent request within any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. No actions, consents or approvals of, registrations or filings with, notices to, or other actions by, FERC, the Commission or any other Governmental Authority acting under the FPA, PUHCA or state laws or regulations respecting rates or the financial or organization regulation of utilities is or will be required in connection with the Transactions except such as have been made or obtained and are in full force and effect. EXHIBIT D OPINIONS WITH RESPECT TO ENVIRONMENTAL MATTERS General Counsel for the Company, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxx & Xxxxx, Xxxxxxxxxxx & Xxxxxxxx, Xxxxxx Xxxxxxx and other local counsel shall collectively provide the following opinions with respect to the environmental matters pertaining to the Company and its subsidiaries: (aCapitalized terms used by not defined in this Exhibit D shall have the meanings assigned to them in the Purchase Agreement.) 1. The Company and [and each relevant entity] have all of the Governmental Approvals(1) Neither that are required to be obtained for the Corporationownership, Amneal LLC nor construction, and operation of the Facilities(2). Except to the extent qualified or limited expressly herein, each such Governmental Approval is held in the name of [the Company or relevant entity], is in full force and effect, is not subject to any direct appeals or indirect subsidiary further proceedings and all applicable administrative and judicial appeal periods have expired. Each such Governmental Approval has been duly issued and based upon the representation in the [relevant entity's] affidavits, the [relevant entity] represents that to the best of Amneal LLC that its knowledge it is treated as a partnership or is disregarded as separate from operating its owner for U.S. federal income tax purposes shall sell[relevant entity] facility in material compliance with the provisions of such Governmental Approvals, exchange or otherwise dispose and we have no actual knowledge of any asset facts or claims that would render this representation untrue. Assuming that applications for renewal of such Governmental Approvals are timely filed, there is no reason of which we are aware that such Governmental Approvals should not be renewed in the ordinary course of the relevant Governmental Authority's administrative processes. To the extent that additional Governmental Approvals are required for the ownership, construction, and operation of any Facility, but are not presently held on by [the Company or relevant entity], we have no knowledge of any reason why any such Governmental Approval will not be obtained in the ordinary course of business and without material difficulty, expense or delay prior to the Closing Date by Amneal LLC time [the Company or relevant entity] is required to obtain such Governmental Approvals.(3) (1) Governmental Approval shall include any entity that was a subsidiary of Amneal LLC prior to the Closing Date in action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, certificate, registration, right or license required under any twelve applicable Federal, state and local laws (12) month period ifincluding, following such dispositionbut not limited to, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000Environmental Laws, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted State Energy Facility Siting Laws, or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityother State Energy Laws). (b2) Neither the CorporationThis opinion is required only for certain core assets, Amneal LLC nor any i.e., those for which a mortgage or deed of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontrust is being taken. (c3) Neither If the Corporation nor any project has received all of its subsidiaries Governmental Approvals, this sentence can be omitted. EXHIBIT E OPINIONS WITH RESPECT TO MORTGAGED PROPERTY Xxxxx Xxxxxxx, Xxxxxxxxxxx & Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxx & Xxxxxxx, Xxxx Xxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxxx, LLC, Xxxxxxx & Xxxxx and other local counsel shall enter into any additional agreement providing rights similar to this Agreement to any Person collectively provide the following opinions (including any agreement pursuant to which the Corporation is obligated to pay amounts or reliance letters with respect to tax benefits resulting from their opinions delivered on December 23, 2003) with respect to the Mortgages: (Capitalized terms used by not defined in this Exhibit E shall have the meanings assigned to them in the Purchase Agreement. If not defined in the Purchase Agreement, then such terms have the meanings assigned to them in the respective Mortgage.) 1. Except for filings which are necessary to perfect the security interests granted under the Documents (as defined in such Mortgage) and such other filings, authorizations or approvals as are specifically contemplated by the [Documents], no authorizations or approvals of, and no filings with, any net operating losses governmental or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent regulatory authority or agency of the Member Representative United States, the state of [Borrower's][the Company's] formation, or the state of ____________ (such consent the "State") are necessary for the execution, delivery or performance of the [Documents] by the [Borrower][Company/Guarantor]. 2. Each of the [Documents] constitutes the legal, valid and binding obligation of the [Borrower][Company/Guarantor], enforceable against [Borrower][Company/Guarantor] in accordance with its terms. 3. The execution and delivery by the [Borrower][Company/Guarantor] of the [Documents] and the consummation of the transactions contemplated thereby do not conflict with or violate any federal or State law, rule, regulation or ordinance applicable to the [Borrower][Company/Guarantor]. 4. The choice of law provisions contained in the [Documents] will be upheld and enforced by the courts of the State and Federal courts sitting in and applying the laws of the State. In this regard, the amounts to be unreasonably withheldreceived by [Lenders][holders of the Notes] as interest in respect of the [Note], conditioned or delayed), unless all payments to be made by the Corporation or any [Borrower][Company/Guarantor], as maker, in favor of its subsidiaries pursuant to such agreement [Lenders][holders of the Notes] and under the [Credit Agreement][Purchase Agreement] constitute lawful interest under the laws of the State and are expressly subordinate in right of payment to all payments to be made hereunderneither usurious nor illegal.

Approvals. If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/Dollar Revolving Credit Lenders or the Required Term Loan Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (a10) Neither days of receipt of the Corporationwritten request for action together with all reasonably requested information related thereto requested by such Lender (or such lesser period of time required by the terms of the Loan Documents), Amneal LLC nor any direct notice in writing of approval or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date in Lenders a written request for consent with respect to this Agreement and any twelve Lender fails to provide Directions within ten (1210) month period ifdays after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action. In the event that any recommendation is not approved by the Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/Dollar Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Acquisition if Approval Request”), then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Acquisition Tax Benefits from Approval Request, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition Approval Request within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action. Each request by Agent for a Direction shall include Agent’s recommended course of action or determination. Notices given by Agent pursuant to this §14.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and all prior Subsequent Acquisitions could, in the aggregate, reasonably each Lender shall be expected entitled to materially adversely affect assume that any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent officer of the Member Representativeother Lenders delivering any notice, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without such Lender’s failure to respond to any approval or consent request within any applicable reply period. Notwithstanding anything to the prior written consent contrary set forth in this §14.13, the Agent, at the direction of the Member Representative (such consent not Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/Dollar Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, or the Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/Dollar Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, may at any time take any action that is permitted hereunder to be unreasonably withheld, conditioned or delayed), unless all payments to be made taken by the Corporation Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/ Dollar Revolving Credit Lenders or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderthe Required Term Loan Lenders, as applicable.

Approvals. (ai) Neither Administrative Agent has granted its approval of the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or DCAS Lease which has been executed prior to the Closing Date by Amneal LLC date hereof. Borrower shall not enter into a proposed Major Lease or a proposed, renewal, extension or modification of any Major Lease affecting any of the economic terms, the length of its term or any entity that was other material provision thereof (a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunderProposed Major Lease”) without the prior written consent of the Member RepresentativeAdministrative Agent, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any shall not, so long as no Event of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation Default is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to continuing, be unreasonably withheld, conditioned or delayed). Prior to seeking Administrative Agent’s consent to any Proposed Major Lease or amendment or modification thereto, unless all payments Borrower may, at Borrower’s option, submit a term sheet for a Proposed Major Lease or amendment or modification thereto to be made by Administrative Agent for preliminary conditional approval, provided that Administrative Agent shall retain the Corporation right to disapprove any such Proposed Major Lease if subsequent to any preliminary conditional approval (or any of its subsidiaries deemed preliminary conditional approval pursuant to the first paragraph of this Section 4.1.9(b)(i)) changes are made to the economic or material non-economic terms previously approved (or deemed approved) by Administrative Agent, or additional economic or material non-economic terms are added that had not previously been considered and approved (or deemed approved) by Administrative Agent in connection with such agreement are expressly subordinate Proposed Major Lease. If after ten (10) Business Days from receipt of such term sheet Administrative Agent has failed to reject the term sheet and not granted its conditional approval thereto, Borrower may resubmit such term sheet in right writing and, if after an additional five (5) Business Days Administrative Agent has still failed to reject the term sheet and not granted its conditional approval thereto, provided that no Event of payment Default is continuing, such preliminary conditional approval shall be deemed to all payments have been granted, provided, however, that notice is submitted simultaneously with each request for preliminary conditional approval, specifically referencing this Section 4.1.9(b)(i) and notifying Administrative Agent in capital letters and using a 14 point font that failure to be made hereunderrespond may result in deemed conditional approval. (ii) Prior to seeking Administrative Agent’s consent to any Proposed Major Xxxxx, Borrower shall deliver to Administrative Agent a copy of the Proposed Major Xxxxx blacklined to show changes from the standard form of Lease approved by Administrative Agent and then being used by Xxxxxxxx. Administrative Agent shall approve or disapprove each Proposed Major Lease within (a) in the event a term sheet with respect to such Proposed Major Lease has been preliminarily conditionally approved (or deemed preliminarily conditionally approved) by Administrative Agent pursuant to Section 4.1.9

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.32(a) of the LLC Company Disclosure Schedule contains a list of all material Approvals of Governmental or Regulatory Authorities relating to the businesses conducted by the Company and its Subsidiaries which are required to be given to or obtained by the Company and its Subsidiaries from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement equal to its Assumed Tax Liabilityand the Ancillary Agreements (other than the filing of the Agreement of Merger, together with the required officers' certificates, and such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under state or federal securities laws). (b) Neither Section 2.32(b) of the Corporation, Amneal LLC nor Company Disclosure Schedule contains a list of all material Approvals which are required to be given to or obtained by the Company and its Subsidiaries from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties other than Governmental or Regulatory Authorities in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under consummation of the transactions contemplated by this Agreement (including and the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionAncillary Agreements. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled Except as a result of a transactionset forth in Section 2.32(c)(1) without the prior written consent of the Member Representative (such consent not Company Disclosure Schedule, the Company and its Subsidiaries have obtained all material Approvals from Governmental or Regulatory Authorities necessary to be unreasonably withheld, conditioned or delayed), unless all payments to be made conduct the businesses conducted by the Corporation Company and its Subsidiaries in the manner as currently being conducted and there has been no written notice received by the Company or any of its subsidiaries pursuant Subsidiaries of any material violation or material non-compliance with any such Approvals. All material Approvals from Governmental or Regulatory Authorities necessary to such agreement conduct the businesses conducted by the Company and its Subsidiaries as currently being conducted are expressly subordinate set forth in right Section 2.32(c)(2) of payment the Company Disclosure Schedule. (d) The affirmative vote or consent of the holders of (i) a majority of the shares of Company Common Stock outstanding as of the applicable record date voting separately as a class, and (ii) a majority of the shares of the shares of Preferred Stock outstanding as of the applicable record date (voting together) are the only votes of the holders of any of the Company Capital Stock necessary to all payments approve this Agreement and the Merger and the transactions contemplated hereby. (e) Each of the Major Shareholders of the Company has executed and delivered to be made hereunderBroadcom a Support Agreement.

Approvals. (a) Neither Buyer shall bear responsibility for obtaining all permits, licenses and other approvals required for the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 development of the Code) from all such dispositions during such twelve (12) month period would Buyer's Improvements, and the receipt thereof shall expressly not constitute a condition to Closing except for modifications to Buyer Improvements which must be approved by Seller in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to accordance with Section 4.01(b) 4.2 of the LLC Agreement equal Purchase and Sale Agreement. Buyer shall bear all costs associated with any such permits, licenses and other approvals. Prior to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor contacting or meeting with any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts governmental entity with respect to tax benefits resulting from the Property, Buyer shall give Seller reasonable advance notice of such contact or meeting and shall let representatives of Seller attend and participate in such contact or meeting. Prior to submitting any net operating losses items (including without limitation any applications, proposals, plans, requests or other tax attributes documents) relating to the Property or Buyer's contemplated use of the Property to the City or any such entity, Buyer first shall obtain Seller's written approval of such items, which the Corporation becomes entitled shall not be unreasonably withheld or delayed, so long as a result said items are in substantial conformance with subparagraph I. a. above. Approval of a transaction) without the prior written consent particular item shall be deemed given by Seller if Seller does not disapprove of the Member Representative item within five (such consent not 5) Business Days after Buyer's delivery thereof to Seller. Specific time periods for notices and approvals under this Section III shall be unreasonably withheldin accordance with the Purchase and Sale Agreement. EXHIBIT "G" EXHIBIT "3" TO RIGHT OF FIRST OFFER TORREY HILLS EXHIBIT "G" EXHIBIT "H" UNDERTAKING OF REPRESENTATIONS AND WARRANTIES AND RELEASE AND AGREEMENT THIS UNDERTAKING OF REPRESENTATIONS, conditioned or delayedAND WARRANTIES AND RELEASE AND AGREEMENT (this "UNDERTAKING") is made on the date set forth below by TORREY VIEW PHASE II, L.P., a California limited partnership ("BUYER"), unless all payments to be made by for the Corporation or any benefit of its subsidiaries pursuant to such agreement are expressly subordinate in right XXXXXXXXX XXXXXX HILLS, L.P., a Delaware limited partnership ("SELLER"). Buyer represents and covenants for the benefit of payment to all payments to be made hereunder.Seller as follows:

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes The Manager shall sell, exchange or otherwise dispose not commence construction of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, Additional Improvements unless and until: (i) the Membership Representative provides its prior written consent to designs, plans and specifications for the Additional Improvements have been approved by the Oversight Committee, such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent approval not to be unreasonably withheld, conditioned and the Manager shall have provided evidence satisfactory to the Oversight Committee confirming that the Independent Engineer has approved the plans and specifications for such Additional Improvements; (ii) all requisite approvals, licences or delayed)permits of or from any Governmental Authority for the construction of the Additional Improvements in accordance with Applicable Laws have been obtained, unless and a copy thereof has been provided to the Oversight Committee; (iii) adequate insurance during the course of construction is in place with respect to the insurable interest of The City and the Manager has been obtained, and a certificate from the Manager’s insurer or insurance broker, in a form and content satisfactory to The City, acting reasonably, shall have been delivered to The City certifying: (A) the insurance being carried by the Manager, the endorsements, the exclusions and the other material terms thereof, if any; and (B) that such insurance conforms to the requirements of The City; or such other proof as The City may reasonably request to establish that the necessary insurance is in full force and effect shall have been delivered to The City. The coverage, the amount, and the endorsements of the insurance shall be determined by The City, acting reasonably; (iv) the Oversight Committee shall have approved the Manager’s proposed design consultants, acting reasonably, provided also that: (A) the Manager shall have provided evidence satisfactory to the Oversight Committee that the Additional Improvements shall not limit or void any Warranties from the initial construction and development of the Event Centre pursuant to the Project Framework Agreement and the Development Management Agreement; and (B) the Manager shall retain the Independent Engineer as its engineering consultant for any such Additional Improvements; and (v) the Manager shall not be in default of any of its obligations under this Agreement in respect of which notice has been given and the grace period provided for remedying such default has expired, prior to commencement of construction of the Additional Improvements. It shall be the responsibility of the Manager to obtain at its expense all payments such requisite approvals, licences or permits as are required under Subsection 6.2(a)(ii) but The City shall, to the extent necessary, and in its capacity as owner of the Event Centre and not as an approving authority, make or join in the making, at the Manager’s sole cost and expense, of any application for any required approval, licence or permit which must be made by The City. (b) In requesting the Corporation approval of the Oversight Committee required under Subsection 6.2(a)(i), the Manager shall submit to the Oversight Committee: (i) details of any work of demolition of any existing facilities or structures which is required; (ii) the designs, plans and specifications of the Additional Improvements, including details regarding any services required in connection therewith, together with confirmation in writing from the Independent Engineer as to the structural soundness of the proposed Additional Improvements; (iii) the names of all proposed consultants and contractors intended to be engaged in connection with the construction of the Additional Improvements; (iv) an estimated date of commencement and estimated date of completion of the work; and (v) a detailed budget regarding the expected costs to undertake and complete the proposed Additional Improvements. (c) The Oversight Committee shall, by notice in writing within the period of fifteen (15) Business Days immediately following its receipt of any application for approval under Subsection 6.2(a)(i), provide its approval or disapproval of the application or any part thereof. If the Oversight Committee fails to give notice in writing of its subsidiaries pursuant approval or disapproval within such fifteen (15) Business Day period, the Manager may give a further notice in writing to the Oversight Committee requiring the Oversight Committee to give its decision within a further period of ten (10) Business Days and if the Oversight Committee fails to give its decision within such agreement are expressly subordinate further ten (10) Business Days, the application of the Manager shall be considered not to have been approved by the Oversight Committee. (d) If the Oversight Committee determines that it will not approve an application for approval as provided in right Section 6.2(c), the Oversight Committee shall, in giving notice of payment its determination to all payments the Manager, state in detail its reason or reasons for so doing. (e) The Oversight Committee’s approval of the designs, plans and specifications for any Additional Improvements is required hereunder solely for the protection and benefit of The City and neither The City nor its officers, servants or agents shall be liable to be made hereunderthe Manager for the safety, adequacy, soundness or sufficiency of any Additional Improvements by reason of the giving of such approval nor shall the giving of such approval constitute a waiver by The City of any duty or liability owed by the Manager to The City, its officers, servants or agents, by reason of this Agreement or otherwise howsoever. (f) By no later than thirty (30) days following completion of any Additional Improvements in accordance with this Article 6, the Manager shall provide The City with as-built drawings and authenticated record drawings in respect thereof.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationLenders, Amneal LLC nor any direct the Required Supermajority Lenders, the Required Lenders or indirect subsidiary all affected Lenders is required or permitted under this Agreement, each Lender agrees to give the Administrative Agent, within ten (10) Business Days of Amneal LLC that is treated as a partnership receipt of the request for action from Administrative Agent (accompanied by an explanation for the request) together with all reasonably requested information related thereto (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Administrative Agent, such Lender shall in such notice to Administrative Agent describe the actions that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent acceptable to such transaction Lender. Each such request for approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (which 10) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If consent may is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Administrative Agent (a “Subsequent Approval Request”), Amneal LLC nor any then for the purposes of their respective Affiliates this paragraph each Lender shall make be required to respond to a request for Directions within five (5) Business Days of receipt of such request. If the Administrative Agent submits to the Lenders a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from Approval Request such Subsequent Acquisition and Approval Request shall include the following in all prior Subsequent Acquisitions couldcapital, in bolded, block letters on the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (including the amount or timing of any payment made hereunder5) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionBUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” (c) Neither The Administrative Agent and each Lender shall be entitled to assume that any officer of the Corporation nor other Lenders delivering any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (Administrative Agent and such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate other Lenders have otherwise been notified in right of payment to all payments to be made hereunderwriting.

Approvals. (a) Neither It is understood and agreed Company’s ability to use the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that Wireless Site is treated as a partnership or is disregarded as separate from contingent upon its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 obtaining all of the Codecertificates, permits and other approvals (collectively the “Governmental Approvals”) from all such dispositions during such twelve (12) month period would that may be in excess of $40,000,000required by any Federal, unless State or Local authorities. In the event that (i) the Membership Representative provides its prior written consent to any of such transaction (which consent may applications for such Governmental Approvals should be granted or withheld in the Member Representative’s sole discretion) or finally rejected; (ii) any Governmental Approval issued to Company is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Company determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) Company determines one or more licensed Wireless Sites is no longer technically compatible for its use, Company shall have the Corporation agrees right to use terminate all or part of this Supplemental Site License. Notice of Company’s exercise of its best efforts right to ensure thatterminate shall be given to Licensor in writing by certified mail, during return receipt requested, and shall be effective upon the taxable periods in which any Member is allocated gain attributable mailing of such notice by Company, or upon such later date as designated by Company. All fees paid to said termination date shall be retained by Licensor. Upon such transactiontermination, each such Member receives distributions pursuant all or part of this Supplemental Site License, as applicable shall be of no further force or effect except to Section 4.01(b) the extent of the LLC Agreement equal representations, warranties and indemnities made by each party to its Assumed Tax Liabilitythe other hereunder and in the Agreement. Otherwise, Company shall have no further obligations for the payment of any Attachment Fee to Licensor. EXECUTED to be effective as of the date shown above. LICENSOR:‌ CITY OF GREELEY, COLORADO APPROVED AS TO SUBSTANCE: By:_ Xxxx Xxxxxxxx, Director APPROVED AS TO FORM BY: ‌ Xxxx Xxxxx, City Attorney COMPANY: By: Name: Its: Attachments:‌ Attachment 1 1. Plot plan, engineering design, and specifications for installation of the Wireless Communication Facility, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, electrical conduit and cabling, and all other associated equipment. Where applicable, the design documents shall include specifications on design, pole modification, and ADA compliance. (b) Neither a. The plot plan shall show existing sidewalk size, existing utilities, existing trees, traffic control signs and equipment, and other existing improvements. 2. For Licensor poles, include documentation from Licensor verifying the Corporationpole is eligible for attachment. Also include a load bearing study that determines whether the pole requires reinforcement or replacement in order to accommodate attachment of the Wireless Communication Facility. If pole reinforcement or replacement is warranted, Amneal LLC nor any of their respective Affiliates the design documents shall make a Subsequent Acquisition if include the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldproposed pole modification. 3. For new pole installations, include documentation verifying the pole location is in the aggregatePROW and is eligible for installation. Include list of adjacent property owners. If the proposed installation includes a new pole, reasonably provide design and specification drawings for the new pole. 4. If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings. 5. The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent installed. 6. Description of the Member Representativeutility services required to support the facilities to be installed. 7. A typewritten legal description with (1) the Section, which consent may Township and Range, and County being affected, and if it is part of a subdivision, it shall be granted stated also; (2) the Point of Beginning to an established land corner or withheld to a subdivision plat that is tied to an established land corner, with curves showing radius, delta, arc length and angle to radius point if curve is non-tangent, and area to be included in square feet; and (3) the legal description SIGNED and SEALED by a surveyor registered in the Member Representative’s sole discretionState of Colorado. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by the Owner without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas a term (exclusive of extension and renewal options, during the taxable periods in which any Member is allocated gain attributable to such transactionso long as all extension and renewal options are at then-prevailing market rate percentages of prevailing market rates, each such Member receives distributions pursuant to Section 4.01(band otherwise including all extension and renewal options) of not less than three (3) years or more than ten (10) years, (iii) is with Tenants that are creditworthy, (iv) is written substantially in accordance with the LLC Agreement equal standard form of Lease which shall have been approved by Lender and Senior Lender (subject to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, commercially reasonable changes made in the aggregatecourse of negotiations with the applicable Tenant), reasonably be expected (v) is not with an Affiliate of Borrower or any Guarantor, and (vi) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the Property or the Worldwide Plaza Amenities, as applicable) or any other terms which would materially adversely affect any MemberLender’s rights or obligations under this Agreement the Loan Documents. All other Leases (including Major Leases) and all renewals (if not pursuant to the amount or timing of any payment made hereunder) without terms thereof), amendments and modifications thereof (unless such amendment is to document a unilateral right exercised by a Tenant thereunder not requiring the prior written consent of the Member Representative, landlord thereunder) executed after the date hereof shall be subject to Lender’s prior approval (which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries approval shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed, except which shall be in Lender’s sole and absolute discretion if an Event of Default is continuing). (b) Borrower shall not permit Owner to permit or consent to any assignment or sublease of any Major Lease that released the original Tenant from its obligations under such Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the landlord thereunder). (c) Borrower shall have the right, unless all payments without the consent or approval of Lender, to cause or permit Owner to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.11.2, Lender’s consent shall be made deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE MEZZANINE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP MEZZ, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWELVE (12) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twelve (12) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first seven (7) Business Days of its subsidiaries pursuant such twelve (12) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE MEZZANINE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP MEZZ, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such five (5) Business Day period.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationRequired Lenders is required or permitted under this Agreement, Amneal LLC nor any direct each Lender agrees to give the Agent, within ten (10) days of receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or indirect subsidiary such lesser period of Amneal LLC that is treated as a partnership time required by the terms of the Loan Documents), notice in writing of approval or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the Required Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of such Lender’s failure to respond to any approval or consent request within any applicable reply period. Notwithstanding anything to the contrary set forth in this §14.13, the Agent, at the direction of the Required Lenders, or the Required Lenders, may at any time take any action that is permitted hereunder to be taken by the Required Lenders.” (i) By deleting in its entirety the last sentence of §18.4 of the Credit Agreement, and by inserting in lieu thereof the following: “Each Lender that sells a transactionparticipation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.” (j) By deleting the words “Notwithstanding the foregoing, none of the following may occur without the prior written consent of each Lender” appearing in the Member Representative second (such 2nd) sentence of §27 of the Credit Agreement, and by inserting in lieu thereof the words “Notwithstanding the foregoing, none of the following may occur without the written consent not of each Lender directly affected thereby”; and (k) By deleting in its entirety Schedule 1.1 of the Credit Agreement and inserting in lieu thereof Schedule 1.1 attached to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderthis Amendment.

Approvals. The Company shall use its reasonable best efforts to obtain each of the Approvals as soon as practicable, but in any event, within 120 days of the date hereof. In the event that the Company fails to obtain each of the Approvals within 120 days of the date hereof (aan “Approval Default”) Neither and such failure is not the Corporation, Amneal LLC nor any direct result of action (or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to inaction) taken by the Closing Date by Amneal LLC or any entity Principal Stockholder that was designed to prevent the Approvals from being obtained, a subsidiary of Amneal LLC prior to fee (the Closing Date in any twelve (12“Approval Fee”) month period ifwill accrue from the date on which such Approval Default occurs to, following such dispositionbut not including, the cumulative “amount realized” date on which such Approval Default is cured, at a rate of 2.00% per annum on the aggregate Liquidation Preference (as that such term is defined in Section 1001 the Certificate of Designations) in respect of the CodePreferred Stock then held directly or beneficially by the Purchaser and any other Related Party of the Principal Stockholder (provided, that in the event that any such holder only holds Warrants (or Common Stock for which the Warrants have been exercised) from all at the time of such dispositions during Approval Default, the applicable Approval Fee shall be determined in accordance with the foregoing as though such twelve holder then holds such amount of Preferred Stock as was issued pursuant to this Agreement in proportion to the amount of Warrants (12or the amount of Warrants the exercise of which yielded the Common Stock) month period would be in excess of $40,000,000then actually held by such holder), unless it being understood that (i) such ownership of the Membership Representative provides its prior written consent Securities or Underlying Shares shall be reasonably documented to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or Company and (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) payment of the LLC Agreement equal Approval Fee shall not relieve the Company of its obligation to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent obtain each of the Member Representative, which consent may Approvals hereunder. Such Approval Fee shall be granted payable by the Company to the Purchaser or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent designee of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by Purchaser on a monthly basis commencing on the Corporation or any one month anniversary of its subsidiaries pursuant to such agreement are expressly subordinate in right the occurrence of payment to all payments to be made hereunderthe Approval Default.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationMajority Lenders, Amneal LLC nor any direct Majority Revolving Credit Lenders or indirect subsidiary Majority Term Loan Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without such Lender’s failure to respond to any approval or consent request within any applicable reply period. Notwithstanding anything to the prior written consent contrary set forth in this §14.13, the Agent, at the direction of the Member Representative (such consent not Majority Lenders, or the Majority Lenders, may at any time take any action that is permitted hereunder to be unreasonably withheld, conditioned or delayed), unless all payments to be made taken by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderMajority Lenders.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationLenders, Amneal LLC nor any direct the Majority Revolving Credit Lenders, the Majority U.S. Dollar Revolving Credit Lenders, the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders, the Majority Term Loan C Lenders or indirect subsidiary the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any Person (including approval or consent request within any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as As a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior material inducement to the Closing Date execution and --------- delivery of this Agreement by Amneal LLC or any entity that was a subsidiary Seller and the performance by Seller of Amneal LLC prior to the Closing Date in any twelve (12) month period ifits duties and obligations hereunder, following such dispositionBuyer does hereby acknowledge, the cumulative “amount realized” (represent, warrant and agree that, as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000Closing, unless except as otherwise expressly provided herein (i) Buyer is purchasing the Membership Representative provides its prior written consent Assets in an "AS IS" condition with respect to such transaction (which consent may be granted any facts, circumstances, conditions and defects of all kinds, including without limitation, with respect to the existence of any hazardous or withheld in the Member Representative’s sole discretion) toxic substances as defined under local, state or federal law; (ii) the Corporation agrees Seller has no obligation to use its best efforts to ensure thatrepair or correct any such facts, during the taxable periods in which any Member is allocated gain attributable to such transactioncircumstances, each such Member receives distributions pursuant to Section 4.01(bconditions or defects or compensate Buyer for same; (iii) based upon all physical inspections, examinations and tests of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither Real Property as Buyer deems necessary or appropriate under the Corporationcircumstances, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if Buyer is and will be relying strictly and solely upon such inspections and examinations and the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition advice and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any counsel of its subsidiaries shall enter into own agents and officers and the Buyer is and will be fully satisfied that the purchase price and consideration is fair and adequate consideration for the Assets; (iv) Seller is not making and has not made any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts warranty or representation with respect to tax benefits resulting from the physical condition of all or any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent part of the Member Representative Assets as an inducement to the Buyer to purchase the Assets or for any other purpose, except as otherwise expressly stated herein; and (such consent not v) by reason of all of the foregoing, Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to be unreasonably withheldthe physical condition of the Assets which is capable of being observed or ascertained, conditioned or delayed)except as otherwise expressly stated herein. EXCEPT AS OTHERWISE PROVIDED OR LIMITED BY THE TERMS OF THIS AGREEMENT, unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderBUYER ACKNOWLEDGES AND AGREES THAT THIS SALE AND ASSIGNMENT IS MADE "AS IS" AND "WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY CALIFORNIA CODES OR OTHERWISE.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, Except as could not reasonably be expected to materially adversely affect have a Material Adverse Effect on Comcast or the Company, all actions by, or filings with, any Member’s rights or obligations under this Agreement (including Governmental Authority required to permit the amount or timing of any payment made hereunder) without the prior written consent consummation of the Member Representativetransactions contemplated hereby or to permit the Company to continue to conduct its business as conducted immediately prior to the Final Closing, shall have been taken, made or obtained, and any and all other permits, approvals, consents, licenses or other actions necessary to consummate the transactions hereunder or to permit the Company to continue to conduct its business as conducted immediately prior to the Final Closing shall have been received or taken, and none of such permits, approvals, consents or licenses shall contain any provisions which consent may could reasonably be granted expected to have a Material Adverse Effect on the Company or withheld Comcast; provided that if all authorizations, consents and approvals from applicable Franchise Authorities necessary to effect the change of control of the Franchises in which 95% of the Member Representative’s sole discretionCompany's Basic Subscribers are located (the "Required Percentage") shall have been so obtained, be in effect and not be subject to withdrawal or appeal then the condition contained in this Section 8.5(b) shall be deemed to be fulfilled as it relates to authorizations, consents or approvals from applicable Franchise Authorities on the earlier of (x) the date which is 30 days after the date on which the Required Percentage is obtained or (y) the date which is the date on which 100% of such authorizations, consents or approvals are so obtained and provided further that this condition shall not be satisfied if less than the Required Percentage of Franchise approvals shall have been obtained. (cii) Neither There shall not be in effect any statute, rule or regulation which would have the Corporation nor any effect of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which prohibiting Comcast from consummating the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereundertransactions contemplated hereby.

Approvals. The waiting period under the HSR Act shall have expired or been terminated, and all approvals, consents, authorizations and waivers from Governmental Bodies (as delineated on Schedule 4.4(b)) and all approvals, consents, authorizations and waivers from other third parties (collectively "Approvals") required for Sellers to transfer the Assets to the LLC and for Buyer to purchase the LLC Interests and operate the Plant materially in accordance with the manner in which it was operated by Sellers prior to the Closing, shall have been obtained. Section 8.5 No Restraint. There shall be no: Page 44 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (a) Neither Injunction, restraining order or order of any nature issued by any court of competent jurisdiction or Governmental Body which directs that the Corporation, Amneal LLC nor any direct transactions contemplated hereby shall not be consummated as herein provided or indirect subsidiary of Amneal LLC that is treated as a partnership compels or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise would compel Buyer to dispose of any asset held on or prior to discontinue, or materially restrict the Closing Date by Amneal LLC operations of, the Plant or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 significant portion of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted Assets with respect thereto or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled Interests as a result of a transaction) without the prior written consent consummation of the Member Representative transactions contemplated hereby; (such consent not b) Suit, action or other proceeding by any Governmental Body pending or threatened (pursuant to be unreasonably withheld, conditioned or delayeda written notification), unless all payments wherein such complainant seeks the restraint or prohibition of the consummation of the transactions contemplated hereby or seeks to be made by compel, or such complainant's actions would compel, Buyer to dispose of or discontinue, or materially restrict the Corporation operations of, the Plant or any significant portion of its subsidiaries pursuant the Assets or the LLC Interests as a result of the consummation of the transactions contemplated hereby; or (c) Action taken, or Law enacted, promulgated or deemed applicable to the transactions contemplated hereby, by any Governmental Body which would render the purchase and sale of the LLC Interests illegal or which would threaten the imposition of any penalty or material economic detriment upon Buyer if such agreement are expressly subordinate in right of payment purchase and sale were consummated; Provided that the Parties shall use their reasonable efforts to all payments litigate against, and to be made hereunderobtain the lifting of, any such injunction, restraining or other order, restraint, prohibition, action, suit, Law or penalty.

Approvals. (a) Neither The Company shall use commercially reasonable efforts to obtain all Approvals from Governmental or Regulatory Authorities or under any of the Corporation, Amneal LLC nor any direct Contracts or indirect subsidiary other agreements as may be required in connection with the Acquisition (all of Amneal LLC that is treated which Approvals are set forth in the Disclosure Schedule) so as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose to preserve all rights of any asset held on or prior and benefits to the Closing Date by Amneal LLC or any entity that was a subsidiary Company thereunder and Acquirer shall provide the Company with such assistance and information as is reasonably required to obtain such Approvals. (b) Without limiting the generality of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such dispositionforegoing, the cumulative “amount realized” (as that term is defined Company and Acquirer shall, promptly after the date of this Agreement, prepare and file notifications under the HSR Act in Section 1001 connection with the Acquisition and shall request early termination of the Code) from all such dispositions during such twelve (12) month waiting period would be in excess of $40,000,000, unless thereunder. The Company and Acquirer shall respond as promptly as practicable to: (i) any inquiries or requests received from the Membership Representative provides its prior written consent Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Authority in connection with antitrust or related matters (each of inquiries or requests referred to such transaction in clause (which consent may be granted or withheld in the Member Representative’s sole discretioni) or (ii) being referred to herein as a “Second Request”). The Company shall provide documents or information in connection with the Corporation agrees preparation and filing of a response to use its best efforts to ensure thata Second Request requested by Acquirer within a reasonable time, during the taxable periods but in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(bno case more than two (2) Business Days of the LLC Agreement equal to its Assumed Tax Liability. request therefor (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion“Company HSR Delivery Requirements”). (c) Neither Notwithstanding anything to the Corporation contrary contained in Section 5.3 or elsewhere in this Agreement, neither Acquirer nor any of its subsidiaries Subsidiaries shall enter into have any additional agreement providing rights similar to obligation under this Agreement to (i) divest or agree to divest (or cause any Person of its Subsidiaries or the Company to divest or agree to divest) any of its respective businesses, product lines, assets, or capital stock or to take or agree to take (including or cause any agreement of its Subsidiaries or the Company to take or agree to take) any other action or agree (or cause any of its Subsidiaries or the Company to agree) to any limitation or restriction on any of its respective businesses, product lines, assets, or capital stock, or (ii) litigate or participate in the litigation of any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Authority (A) challenging or seeking to restrain or prohibit the consummation of the Acquisition or any of the other transactions contemplated by this Agreement, or seeking to obtain from Acquirer or any of its Subsidiaries any damages in relation therewith; (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Acquirer or any of their respective affiliates of all or any portion of the business or assets or any product of the Company or Acquirer or its Subsidiaries or to require any such person to dispose of, license (whether pursuant to which an exclusive or nonexclusive license) or hold separate all or any portion of the Corporation is obligated to pay amounts with respect to tax benefits resulting from business or assets or any net operating losses product of the Company or other tax attributes to which the Corporation becomes entitled Acquirer or its Subsidiaries, in each case as a result of a transaction) without or in connection with the prior written consent Acquisition or any of the Member Representative other transactions contemplated by this Agreement; or (such consent not C) seeking to be unreasonably withheld, conditioned (1) directly or delayed), unless all payments to be made by the Corporation indirectly prohibit Acquirer or any of its subsidiaries pursuant affiliates from effectively controlling in any respect any of the business or operations of the Company or (2) directly or indirectly prevent the Company from operating any of its business in substantially the same manner as operated by the Company immediately prior to such agreement are expressly subordinate in right the date of payment to all payments to be made hereunderthis Agreement.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor following requirements may be entered into by any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas an initial term of not less than three (3) years and a total term (together with all extension and renewal options) of not more than ten (10) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgages and the Assignments of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of any Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal to its Assumed Tax Liability. (bapplicable Property) Neither the Corporation, Amneal LLC nor or any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to other terms which would materially adversely affect any MemberLender’s rights or obligations under this Agreement the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the amount or timing of any payment made hereunder) without the date hereof shall be subject to Lender’s prior written consent of the Member Representativeapproval, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries approval shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayeddelayed so long as no Event of Default is continuing and the requirements set forth in the preceding clauses (i)-(vii) are met. (b) No Borrower shall permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the applicable Borrower), unless all payments which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing and the requirements set forth in clauses (i)-(vii) in Section 4.11.2(a) above are met. Lender, at Borrowers’ sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be made requested by such Tenants and which are reasonably acceptable to Lender. (c) Each Borrower shall have the right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Property. (d) Notwithstanding anything to the contrary contained in this Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrowers to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO GIPFL 0000 X XXXX XXXXX, LLC, GIPDC 0000 00XX XX, XXX, and GIPAL JV 00000 XX XXXXXXX 20, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrowers in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO GIPFL 0000 X XXXX XXXXX, LLC, GIPDC 0000 00XX XX, XXX, and GIPAL JV 00000 XX XXXXXXX 20, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second ten (10) Business Day period.

Approvals. 23.1 Whenever this Lease grants Landlord or Tenant a right to take action, exercise discretion, or make an allocation, judgment or other determination (collectively, an “Act”), Landlord or Tenant shall act reasonably and in good faith (meaning that no action shall be taken which would materially contravene the reasonable expectations of a sophisticated landlord operating a first-class office building and a sophisticated tenant in a first-class office building concerning the benefits and rights granted under this Lease but not contravening the plain and clear intent of the specific language of this Lease governing the specific issue in question), and shall not take any action which might result in the frustration of the reasonable expectations of a sophisticated landlord and a sophisticated tenant concerning the benefits to be enjoyed under this Lease, provided, however, that: (a) Neither the CorporationWherever this Lease elsewhere provides another standard which specifically defines or limits Landlord’s or Tenant’s discretion with respect to any Act, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated such other standard and not this Article 23 shall then control as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability.Act; (b) Neither Nothing in this Article 23 shall require Landlord to consent to (i) any use of the CorporationPremises for purposes other than those permitted in Article 3, Amneal LLC nor (ii) any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially alterations which would adversely affect the Building systems, any Member’s rights other Building occupant, or obligations exterior of the Building, or (iii) any proposed assignment of or subletting under this Agreement (including the amount or timing of any payment made hereunder) without the prior written Lease to which Landlord is not otherwise required to consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion.under Article 18; (c) Neither Except for an obligation to act in good faith, this Article 23 shall not apply to an election by Landlord or Tenant to terminate the Corporation nor any of its subsidiaries Lease under Article 19 or Article 20 (but only if Landlord or Tenant (as applicable) strictly complies with the parameters for termination set forth in those Articles); (d) This Article 23 shall enter into any additional agreement providing rights similar not apply to this Agreement to any Person (including any agreement an act taken by Landlord pursuant to which Article 22 of the Corporation is obligated Lease; and (e) Nothing contained in this Article 23 shall be deemed to pay amounts limit the discretion of Landlord or Tenant with respect to tax benefits resulting from any net operating losses matter (including, without limitation, a proposal to amend or other tax attributes to otherwise modify the Lease) which is not otherwise within the Corporation becomes entitled as a result of a transaction) without the prior written consent contemplation of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderLease.

Approvals. (a) Neither Promptly after the Corporationexecution of this Lease, Amneal LLC nor Landlord and Tenant shall apply for any direct zoning variance or indirect subsidiary change which may be required for the change of Amneal LLC use of the Building to a general office building with an auxiliary retail store of no more than 15,000 square feet, for Tenant's occupancy. If required, Landlord and Tenant shall join in the application. Landlord and Tenant shall cooperate with each other in prosecuting the application. The cost of the application, including any attorneys' fees, shall be paid by Tenant. Any attorney selected shall be subject to the reasonable approval of both parties. (i) If the variance or change has not been granted within sixty (60) days following the date the initial application for it is submitted, then, subject to subsection 2.02(c), either party shall have the right to cancel this Lease by giving notice to the other within ten (10) days following the expiration of that is treated sixty (60) day period. (ii) If as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior condition to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 granting of the Code) from all variance or change Tenant shall be required to perform additional alterations not otherwise required by other applicable legal requirements or contemplated by Tenant as part of Tenant's Work and the cost of the additional alterations shall exceed $200,000.00, Tenant may cancel this Lease by giving notice to Landlord within thirty days after the need for any such dispositions during alterations is imposed. Within thirty days after receipt of Tenant's notice, Landlord may nullify the cancellation by notifying Tenant that Landlord shall bear the cost of such twelve (12) month period would be additional alterations in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability200,000.00. (biii) Neither If a variance or change is granted which shall permit the Corporation, Amneal LLC nor any Building to be used as an office building but such variance or approval shall impose limitations upon the use of their respective Affiliates the Building for office purposes which shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including impair the amount or timing of any payment made hereunder) without the prior written consent use of the Member RepresentativeBuilding for Tenant's corporate headquarters (as presently constituted), which consent Tenant may be granted or withheld in cancel this lease by giving Landlord notice within 30 days after the Member Representative’s sole discretionvariance is granted. (c) Neither If a party shall elect to cancel this Lease in accordance with subsection 2.02(b), part (i) the Corporation nor any of its subsidiaries other may nullify that cancellation if at the time the cancellation notice is given an application for the zoning variance or change is pending. The right to nullify the cancellation shall enter into any additional agreement providing rights similar be exercisable by giving notice to this Agreement to any Person the other party within ten (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction10) without the prior written consent days after receipt of the Member Representative (such consent not cancellation notice. If neither party elects to be unreasonably withheld, conditioned or delayedcancel this Lease in accordance with subsection 2.02(b), unless part (i) or if a cancellation notice is nullified in accordance with this subsection (c) but the variance or change has not been granted within one hundred and twenty (120) days following the date the initial application is submitted, then either party may elect to cancel this Lease by giving notice within ten (10) days following the expiration of that one hundred and twenty (120) day period. (d) Upon a cancellation of this Lease in accordance with this Section 2.02, both parties shall be relieved of all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderfurther obligations under this Lease.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or is a Qualified Lease, (ii) the Corporation agrees with respect to use its best efforts a Lease that is not a Qualified Lease, provides for economic terms, including rental rates, comparable to ensure thatexisting local market rates for similar properties, during the taxable periods in which any Member (iii) with respect to a Lease that is allocated gain attributable to such transactionnot a Qualified Lease, each such Member receives distributions has a term (together with all extension and renewal options) of not less than three (3) years or more than ten (10) years, (iv) unless a subordination, non-disturbance and attornment agreement is delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) is with Tenants that are creditworthy, (vi) is not with an Affiliate of Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right of Tenant to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal Property) or any other terms which would materially adversely affect the Lien priority of the Mortgage or the enforcement of Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to its Assumed Tax LiabilityLender’s prior approval. (b) Neither the Corporation, Amneal LLC nor Borrower shall not permit or consent to any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights assignment or obligations under this Agreement (including the amount or timing sublease of any payment made hereunder) Major Lease without the Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the Member RepresentativeBorrower). Lender, which consent at Borrower’s sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenants and which are acceptable to Lender. (c) Neither Borrower shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of its subsidiaries shall enter into any additional agreement providing rights similar a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Agreement to any Person (including any agreement Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to which the Corporation provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the Corporation becomes entitled as a result of a transaction) without the prior written consent top of the Member Representative first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT. FAILURE TO RESPOND TO THIS REQUEST WITHIN SEVEN (such consent not to be unreasonably withheld7) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, conditioned or delayed), unless all payments to be made and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such seven (7) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to such agreement are expressly subordinate Lender from Borrower in right of payment to all payments to be made hereunder.an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose Upon submission and receipt of any asset held on matter requiring Landlord’s or prior to Tenant’s approval under this Article 17 (each, an “Approval Item”), Landlord or Tenant, as the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to case may be, shall notify the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless other Party whether: (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or Approval Item is approved; (ii) the Corporation agrees Approval Item is disapproved, setting forth the reasons for said disapproval in detail sufficient to apprise the other Party of the grounds for the disapproving Party’s objections; or (iii) the disapproving Party requests additional information reasonably required for its review of the Approval Item, which request shall be in detail sufficient for the other Party to fully respond to such request and resubmit the Approval Item for approval; provided that, in any event, Landlord and Tenant shall use its best commercially reasonable efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable review and respond to such transaction, each such Member receives distributions pursuant to Section 4.01(bsubmission as soon as practicable. If the other Party does not issue its approval or disapproval of any Approval Item or its request for additional information within five (5) Business Days after receipt of the LLC Agreement equal Approval Item, the other Party shall have the right to its Assumed Tax Liability. (b) Neither give the Corporationnon-responding Party written notice thereof, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition and if the Subsequent Acquisition Tax Benefits from non-responding Party fails to issue its approval or disapproval or request for additional information within five (5) Business Days after the non-responding Party’s receipt of such Subsequent Acquisition notice, the non-responding Party shall be deemed to have approved the Approval Item in question. In the event that either Landlord or Tenant disapproves the Approval Item, the Parties shall work together to have the Designer, the Executive Landscape Architect or the Contractor revise the Approval Item and all prior Subsequent Acquisitions couldresubmit the same to Landlord and Tenant within ten (10) days after such disapproval, and the Parties shall indicate to each other whether the Approval Item is approved or disapproved in writing within five (5) Business Days after the Parties receipt of such revised Approval Item. If either Landlord‌ or Tenant does not give notice of disapproval of an Approval Item or notice of its reasonable request for additional information or notice of disapproval of a revised Approval Item within the applicable period set forth in the aggregatepreceding two (2) sentences, reasonably then such Approval Item shall be expected deemed approved. Landlord and Tenant shall in good faith attempt to materially adversely affect resolve any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement dispute relating to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled Approval Item as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayedset forth in Section 17.16(b), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither Notwithstanding anything to the Corporationcontrary contained in Section 4.11.1 above, Amneal LLC nor provided that no Event of Default is then continuing, Agent’s approval shall not be required prior to a Borrower entering into any direct or indirect subsidiary of Amneal LLC Lease that is treated as not a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellMajor Lease, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity provided that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless Lease (i) provides for economic terms, including rental rates, in accordance with the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or Leasing Guidelines, (ii) unless otherwise approved by Agent in writing, has an initial term consistent with the Corporation agrees Leasing Guidelines, (iii) provides on a self-operative basis that such Lease is subordinate to use its best efforts the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to ensure thatAgent and any purchaser at a foreclosure sale, during (iv) is written substantially in accordance with a standard form of Lease which shall have been approved by Agent (subject to any commercially reasonable changes made in the taxable periods in which course of negotiations with the applicable Tenant), (v) is not with a Borrower Related Party, and (vi) does not contain any Member option to purchase, any right of first offer or refusal to purchase, any right to terminate (except if such termination right is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) triggered by the destruction or condemnation of substantially all of a Property or by the death or disability of the LLC Agreement equal to its Assumed Tax Liability. (bTenant) Neither the Corporation, Amneal LLC nor or any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, other terms which would reasonably be expected to materially and adversely affect any MemberAgent’s rights under the Loan Documents. Notwithstanding anything to the contrary contained in Section 4.11.1 above, provided that no Event of Default is then continuing, Agent’s approval shall not be required prior to a Borrower amending, modifying, terminating or obligations under this Agreement (including the amount or timing granting a waiver of any payment made hereunder) without the prior written consent provision or right of the Member Representativesuch Borrower under, which consent may be granted or withheld entering into or permitting or suffering any assignment or sublease of, any Lease that is not a Major Lease, so long as, in the Member Representative’s sole discretioncase of any amendment or modification, such Lease continues to comply with clauses (i) through (vi) of this Section 4.11.2. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. i. This Settlement Agreement is conditioned on the approval of the respective boards of the Foundation and the Authority. The Parties will seek in good faith to obtain the necessary Board approval for the execution of the Settlement Agreement. If either Board rejects the proposed Settlement Agreement the Parties will return to Judge Xxxxxx for further settlement proceedings. ii. The Parties will prepare a stipulation and proposed order for Judge Xxxxxx’x signature requesting that, within 30 days, the Attorney General (a“AG”) Neither issue in writing an unqualified approval of this Settlement Agreement (including, but not limited to, the Corporationasset transfers contemplated herein) (the “AG Approval”). The form of the stipulation and proposed order to be signed by Judge Xxxxxx is attached hereto as Exhibit 9. Upon signature by Judge Xxxxxx to the stipulation and proposed order, Amneal LLC nor the Parties (by and through their respective counsel) will jointly transmit to the AG the foregoing stipulation and order signed by Judge Xxxxxx with a request that the AG issue to the counsel for each one of the Parties the AG Approval. (The foregoing written request with the stipulation and order signed by Judge Xxxxxx submitted to the AG is referred to as the “AG Notice”.) iii. This Settlement Agreement is conditioned on the AG providing the AG Approval to all of the Parties’ respective counsel within 60 days following service of the AG Notice (“Approval Period”). The Parties agree that, if by the expiration of the Approval Period each and every one of the Parties and their counsel have not received from the AG any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose response of any asset held on kind, then AG Approval will be deemed to have been obtained. (Each and every one of the Parties and their respective counsel will promptly inform the others (through counsel) of any communication with or prior response from the AG that occurs after the AG Notice has been submitted to the Closing Date by Amneal LLC AG.) iv. If AG Approval is not obtained within the Approval Period, the Parties will cooperate in good faith to obtain the Attorney General’s written approval or any entity that was return to a subsidiary further settlement conference with Judge Xxxxxx in an effort to reach an alternative resolution. v. For the purposes of Amneal LLC prior this Settlement Agreement, including, but not limited to, Section 6(d)(ii), above, the term “Proposed Asset Transfers” shall refer to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.transfers:

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the CorporationRequired Lenders, Amneal LLC nor any direct the Required Revolving Credit Lenders or indirect subsidiary the Required Term Loan Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the Required Lenders, Amneal LLC nor the Required Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §14.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without such Lender’s failure to respond to any approval or consent request within any applicable reply period. Notwithstanding anything to the prior written consent contrary set forth in this §14.13, the Agent, at the direction of the Member Representative (such consent not Required Lenders, the Required Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, or the Required Lenders, the Required Revolving Credit Lenders or the Required Term Loan Lenders, as applicable, may at any time take any action that is permitted hereunder to be unreasonably withheld, conditioned or delayed), unless all payments to be made taken by the Corporation Required Lenders, the Required Revolving Credit Lenders or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderthe Required Term Loan Lenders, as applicable.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary Seller shall be solely responsible for obtaining approval of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date Seller's Final Plans and Buyer's Final Plans by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or County of Los Angeles, (ii) any other governmental agencies having jurisdiction including all necessary permits and the Corporation agrees to use its best efforts to ensure thattemporary and permanent certificate of occupancy (or other required, during equivalent approval from the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) local governmental authority permitting occupancy of the LLC Agreement equal Improvements); provided, however, Buyer shall be responsible for obtaining approval from the SCAQMD and any other environmental permit relating to its Assumed Tax Liability. Buyer's use of Hazardous Materials, and Seller shall cooperate with Buyer in obtaining such approvals, (biii) Neither the CorporationArchitectural Review Committee under the Valencia Commerce Center Design Guideline, Amneal LLC nor any a current copy of their respective Affiliates which has been delivered to Buyer, and (iv) the Architectural Review Committee Approving Agent under the Valencia Commerce Center Declaration of Covenants, Conditions and Restrictions, to be recorded. Buyer shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, be solely responsible for obtaining approval of Buyer's business operations contemplated to be conducted in the aggregateProperty by (i) the County of Los Angeles, reasonably be expected to materially adversely affect and (ii) any Member’s rights or obligations under this Agreement (other governmental agencies, including the amount Environmental Protection Agency, and SCAQMD, having jurisdiction, including all necessary permits and temporary and permanent licenses such as, by way of illustration and limitation, any licenses, permits or timing of approvals necessary to install or operate any payment made hereunder) without the prior written consent manufacturing equipment or to store, manufacture or dispose of the Member Representativesupplies, which consent may be granted equipment or withheld waste products related to manufacturing, distributing or storing material or that are necessary to discharge non-hazardous waste product of Buyer's operations in the Member Representative’s sole discretion. Premises into the sewer system servicing the Improvements. Buyer shall deliver certified copies of all such permits, approvals and certificates within ten (c10) Neither days of Buyer's receipt thereof, and in any event not later than thirty (30) days following Buyer's commencement of business operation from the Corporation nor any Property. Seller shall reasonably cooperate with Buyer in obtaining such approvals. Seller shall promptly provide to Buyer a record set of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which Seller's Final Plans, the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as space plans and Buyer's Final Plans, a result of a transaction) without the prior written consent copy of the Member Representative (such consent not Building Department submittal, all permits related to be unreasonably withheldSeller's Final Plans and Buyer's Final Plans, conditioned or delayed), unless all payments to be made by and a set of as-built drawings for the Corporation or any Interior Improvements and an as-built survey of its subsidiaries pursuant to such agreement are expressly subordinate in right the Property following substantial completion of payment to all payments to be made hereunderthe Improvements.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of Lenders, the CorporationRequired Supermajority Lenders, Amneal LLC nor any direct the Required Lenders or indirect subsidiary all affected Lenders is required or permitted under this Agreement, each Lender agrees to give the Administrative Agent, within ten (10) Business Days of Amneal LLC that is treated as a partnership receipt of the request for action from Administrative Agent (accompanied by an explanation for the request) together with all reasonably requested information related thereto (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Administrative Agent, such Lender shall in such notice to Administrative Agent describe the actions that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent acceptable to such transaction Lender. Each such request for approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (which 10) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If consent may is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Administrative Agent (a “Subsequent Approval Request”), Amneal LLC nor any then for the purposes of their respective Affiliates this paragraph each Lender shall make be required to respond to a request for Directions within five (5) Business Days of receipt of such request. If the Administrative Agent submits to the Lenders a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from Approval Request such Subsequent Acquisition and Approval Request shall include the following in all prior Subsequent Acquisitions couldcapital, in bolded, block letters on the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (including the amount or timing of any payment made hereunder5) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionBUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” (c) Neither The Administrative Agent, the Corporation nor Loan Parties and each other Lender shall be entitled to assume that any officer of its subsidiaries shall enter into a Lender delivering any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses written notice, written consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless the Corporation becomes entitled as a result of a transaction) without Administrative Agent, the prior written consent of the Member Representative (Loan Parties and such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate other Lenders have otherwise been notified in right of payment to all payments to be made hereunderwriting.

Approvals. (a) Neither the CorporationSubject to Section 4.11.2(b) below, Amneal LLC nor any direct Borrower shall not enter into a proposed Major Lease or indirect subsidiary a proposed renewal, extension or modification of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve an existing Major Lease (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions excluding extensions pursuant to Section 4.01(b) of the LLC Agreement equal stated extension rights granted to Tenants in its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunderMajor Lease) without the prior written consent of Lender not to be unreasonably withheld. (b) Provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases shall not be subject to the Member Representativeapproval of Lender provided (i) the proposed lease would not be a Major Lease or the existing Lease as amended or modified or the renewal Lease would not be a Major Lease and (ii) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall provide for net effective rental rates comparable to existing local market rates, which consent may be granted (B) with respect to non-residential Leases (or withheld proposed non-residential Leases), shall provide for automatic self-operative subordination to the Mortgage, (C) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the Member Representative’s sole discretionevent of the destruction or condemnation of substantially all of the Property), any requirement for a non- disturbance or recognition agreement, or any other provision which might adversely affect the rights of Lender under the Loan Documents in any material respect, (D) shall be written substantially in accordance with the standard form of lease which shall have been approved by Lender, and (E) with respect to residential Leases, shall have a term (together with all extension and renewal options) of not less than six (6) months nor more than two (2) years. Upon Lender's request, Borrower shall deliver to Lender copies of all Leases which are entered into pursuant to the preceding sentence together with Borrower's certification that it has satisfied all of the conditions of the preceding sentence within ten (10) days after Lender's request for a copy of such Lease. (c) Neither the Corporation nor any of its subsidiaries Borrower shall enter into any additional agreement providing rights similar to this Agreement not permit or consent to any Person assignment or sublease of any Major Lease without Lender's prior written approval (including other than assignments or subleases expressly permitted under any agreement Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower). Lender, at Borrower's sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to Lender. (d) Borrower shall have the Corporation right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is obligated to pay amounts with respect to tax benefits resulting from any net operating losses not a Major Lease so long as such termination or other tax attributes to which the Corporation becomes entitled as a result surrender is (i) by reason of a transactiontenant default and (ii) without in a commercially reasonable manner to preserve and protect the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderProperty.

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that If consent is treated as a partnership or is disregarded as separate from its owner required for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations some action under this Agreement (including any amendment or waiver of the amount Loan Documents), or timing except as otherwise provided herein an approval of the Lenders, the Majority Lenders, the Majority A/R Revolving Loan Lenders or the Majority Real Estate Revolving Loan Lenders is required or permitted under this Agreement, each Lender agrees to give the applicable Agent, with a copy to Administrative Agent if the applicable Agent is Revolving Agent, within ten (10) Business Days of receipt of the request for action from such Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any payment made hereunder) without action requested or proposed in writing pursuant to the prior written consent terms hereof. Each Agent agrees to provide notice of the Member Representativeinitial request for action pursuant to this Section 14.14 to the Lenders through the use of Intralinks, which Debtdomain, SyndTrak or any other electronic information dissemination system. If such Agent submits a written request for consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar with respect to this Agreement to the Lenders and any Person Lender fails to provide Directions within ten (including any agreement pursuant 10) Business Days after such Xxxxxx receives from such Agent such initial request for Directions together with all reasonably requested information relating thereto, then such Agent shall make a second request for approval, which approval shall include the following in capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED APPROVAL OF THE REQUEST.” If such Agent submits to which such Lender a second written request to approve or disapprove such action, and such Lender fails to provide Directions within five (5) Business Days after such Lender receives from such Agent such second request, then such Xxxxxx’s failure to respond to such request for Directions within the Corporation is obligated required time period shall be deemed to pay amounts with respect constitute a Direction to tax benefits resulting from any net operating losses or other tax attributes take such requested action; provided, however, that such deemed approval shall only apply to which the Corporation becomes entitled as a result of a transaction) without the prior written consent request that requires approval of the Member Representative (such consent Majority Lenders and not to be unreasonably withheld, conditioned or delayed), unless any request that requires approval of all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderLenders.

Approvals. No Consent is required in connection with the issuance and sale of the Class A Purchased Units and Aggregate Class B Purchased Units by the Company to the Class A Purchaser at the Initial Issuance, the sale of the Initial Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Initial Closing, the sale of the Additional Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Additional Closing, the issuance by NEP of any Issued NEP Non-Voting Units upon exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, or the issuance by NEP of Conversion Units upon conversion of the Issued NEP Non-Voting Units, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company or NEP or any other party thereto and the consummation by the Company and NEP of the transactions contemplated hereby or thereby, other than Consents (a) Neither required by the CorporationCommission in connection with NEP’s obligations under the 2021 Registration Rights Agreement, Amneal LLC nor any direct the 2020-A Registration Rights Agreement, the 2020-B Registration Rights Agreement, the 2019-A Registration Rights Agreement, the 2019-B Registration Rights Agreement, the 2019-C Registration Rights Agreement, the 2018 Registration Rights Agreement and the 2017 Registration Rights Agreement, (b) required under applicable state securities or indirect subsidiary of Amneal LLC “blue sky” Laws, (c) set forth on Schedule E hereto, (d) that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellhave been, exchange or otherwise dispose of any asset held on or prior to the Initial Issuance Date or the Initial Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve Date, as applicable, will be, obtained, and (12e) month period if, following such dispositionConsents, the cumulative “amount realized” (as that term is defined in Section 1001 absence or omission of the Code) from all such dispositions during such twelve (12) month period which would be in excess of $40,000,000not, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted individually or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionhave a Material Adverse Effect. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) has a term (exclusive of extension and renewal options, so long as all extension and renewal options are at then-prevailing market rate percentages of prevailing market rates, and otherwise including all extension and renewal options) of not less than three (3) years or more than ten (10) years, (iii) if such Lease is with respect to the Corporation agrees to use its best efforts to ensure thatProperty, during the taxable periods in which any Member unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal to its Assumed Tax Liability. (bProperty or the Worldwide Plaza Amenities, as applicable) Neither the Corporation, Amneal LLC nor or any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to other terms which would materially adversely affect any MemberLender’s rights or obligations under this Agreement the Loan Documents. All other Leases (including Major Leases) and all renewals (if not pursuant to the amount or timing of any payment made hereunder) without terms thereof), amendments and modifications thereof (unless such amendment is to document a unilateral right exercised by a Tenant thereunder not requiring the prior written consent of the Member Representative, landlord thereunder) executed after the date hereof shall be subject to Lender’s prior approval (which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries approval shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed, except which shall be in Lender’s sole and absolute discretion if an Event of Default is continuing). (b) Borrower shall not permit or consent to any assignment or sublease of any Major Lease that released the original Tenant from its obligations under such Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the landlord thereunder). Lender, at Borrower’s sole but reasonable cost and expense (including any reasonable processing fee of Servicer), unless all payments shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be made requested by such Tenants and which are reasonably acceptable to Lender. (c) Borrower shall have the right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP OFFICE, LLC AND WWP AMENITIES HOLDINGS, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWELVE (12) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twelve (12) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first seven (7) Business Days of its subsidiaries pursuant such twelve (12) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP OFFICE, LLC AND WWP AMENITIES HOLDINGS, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such five (5) Business Day period.

Approvals. To the extent previously approved, Seller is approved by Xxxxxx Xxx as an approved lender. In each such case, Seller is in good standing, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur, including, without limitation, a change in insurance coverage which would either make Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to Xxxxxx Xxx. Seller has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices. (ee) Underlying Participation Interest Documents. A true and complete copy of each such Underlying Participation Interest Document has been delivered to Buyer. Except as disclosed in writing to Buyer, no such document has been amended, waived, modified or is otherwise subject to any other agreement or side letter relating thereto, in each case, in a manner affecting the Underlying Participation Interests. (ff) Underlying Assets Acquired from Transferor. With respect to each Underlying Mortgage Loan transferred by Transferor to the Participation Trust and each Underlying Participation Interest transferred to the UTI Trust (a) Neither the Corporation, Amneal LLC nor any direct such Underlying Asset was acquired and transferred on a legal true sale or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior true contribution basis pursuant to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period ifrelated Purchase Agreement, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither such Transferor received reasonably equivalent value in consideration for the Corporationtransfer of such Underlying Asset, Amneal LLC nor any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither no such transfer was made for or on account of an antecedent debt owed by such Transferor to the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar Participation Trust or the UTI Trust, as applicable, (d) no such transfer is or may be voidable or subject to this avoidance under the Bankruptcy Code and (e) the representations and warranties made by such Transferor in such Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled Buyer as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by date referenced in the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrelated Purchase Agreement.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Corporationaffected Lenders, Amneal LLC nor any direct all Lenders, the Majority Lenders or indirect subsidiary Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §12.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §12.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without the prior written such Lender’s failure to respond to any approval or consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or request within any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period.

Approvals. (a) Neither If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Corporationaffected Lenders, Amneal LLC nor any direct all Lenders, the Majority Lenders or indirect subsidiary Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of Amneal LLC that is treated as a partnership receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellsuch lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that was a subsidiary of Amneal LLC prior would be acceptable to such Lender. If the Agent submits to the Closing Date Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in any twelve all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (125) month period if, following such disposition, BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent Agent submits to such transaction Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (which consent may 5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees deemed to use its best efforts constitute a Direction to ensure that, during the taxable periods in which any Member is allocated gain attributable to take such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityrequested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request. If the Agent submits to the Lenders a Subsequent Approval Request and any of their respective Affiliates Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a Subsequent Acquisition if second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Acquisition Tax Benefits from Approval Request, and the Lender fails to approve or disapprove such Subsequent Acquisition and all prior Subsequent Acquisitions couldApproval Request within five (5) Business Days after the Lender receives from the Agent such second request, in then any Lender’s failure to respond to a request for Directions within the aggregate, reasonably required time period shall be expected deemed to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionconstitute a Direction to take such requested action. (c) Neither the Corporation nor any Each request by Agent for a Direction shall include Agent’s recommended course of its subsidiaries shall enter into any additional agreement providing rights similar action or determination. Notices given by Agent pursuant to this Agreement §12.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any Person (including officer of the other Lenders delivering any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses notice, consent, certificate or other tax attributes writing is authorized to which give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §12.13 to the Corporation becomes entitled contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a Lender as a result of a transaction) without the prior written such Lender’s failure to respond to any approval or consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or request within any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderapplicable reply period. .

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.32(a) of the LLC Company Disclosure Schedule contains a list of all material Approvals of Governmental or Regulatory Authorities relating to the business conducted by the Company which are required to be given to or obtained by the Company from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement equal to its Assumed Tax Liabilityand the Ancillary -41- 49 Agreements (other than the filing of the Delaware Certificate of Merger and the California Agreement of Merger, together with the required officers' certificates, and such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under state or federal securities laws). (b) Neither Section 2.32(b) of the Corporation, Amneal LLC nor Company Disclosure Schedule contains a list of all material Approvals which are required to be given to or obtained by the Company from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties other than Governmental or Regulatory Authorities in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under consummation of the transactions contemplated by this Agreement (including and the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionAncillary Agreements. (c) Neither Except as set forth in Section 2.32(c)(1) of the Corporation nor Company Disclosure Schedule, the Company has obtained all material Approvals from Governmental or Regulatory Authorities necessary to conduct the business conducted by the Company in the manner as it is currently being conducted and there has been no written notice received by the Company of any of its subsidiaries shall enter into material violation or material non-compliance with any additional agreement providing rights similar to this Agreement to any Person such Approvals. (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses d) The affirmative vote or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative holders of (such i) a majority of the shares of Company Common Stock outstanding as of the applicable record date, voting separately as a class, (ii) a majority of the shares of Company Preferred Stock outstanding as of the applicable record date, voting together (on an "as converted to Company Common Stock" basis) as a separate class, and (iii) a majority of the shares of Company Common Stock and Company Preferred Stock outstanding as of the applicable record date, voting together (on an "as converted to Company Common Stock" basis) as a separate class, are the only votes of the holders of any of the Company Capital Stock necessary to approve this Agreement and the Merger and the transactions contemplated hereby. The affirmative vote or consent not of the holders of a majority of shares of each series of Company Preferred Stock outstanding as of the applicable record date is required to be unreasonably withheldapprove the conversion of all outstanding shares of Company Preferred Stock to Company Common Stock prior to consummation of the Merger. (e) The shares owned by the Major Stockholders of the Company who have concurrently herewith entered into Support Agreements constitute (i) a majority of the outstanding shares of Company Common Stock, conditioned or delayed(ii) a majority of the outstanding shares of Company Preferred Stock (on an "as converted to Company Common Stock" basis), unless all payments (iii) a majority of the outstanding shares of each series of Company Preferred Stock, and (iv) a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (on an "as converted to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderCompany Common Stock" basis).

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or following requirements may be entered into by Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas an initial term of not less than three (3) years and a total term (together with all extension and renewal options) of not more than ten (10) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal Property) or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to its Assumed Tax LiabilityLender’s prior approval. (b) Neither the Corporation, Amneal LLC nor Borrower shall not permit or consent to any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights assignment or obligations under this Agreement (including the amount or timing sublease of any payment made hereunder) Major Lease without the Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the Member RepresentativeBorrower). Lender, which consent at Borrower’s sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be granted or withheld in the Member Representative’s sole discretionrequested by such Tenants and which are acceptable to Lender. (c) Neither Borrower shall have the Corporation nor right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of its subsidiaries shall enter into any additional agreement providing rights similar a tenant default and (ii) in a commercially reasonable manner to preserve and protect the Property. (d) Notwithstanding anything to the contrary contained in this Agreement to any Person (including any agreement Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to which the Corporation provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14) point) legend at the Corporation becomes entitled as a result of a transaction) without the prior written consent top of the Member Representative first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO MDR FRANKLIN SQUARE, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (such consent not to be unreasonably withheld20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, conditioned or delayed), unless all payments to be made and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14) point) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO MDR FRANKLIN SQUARE, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second ten (10) Business Day period.

Approvals. The requirements of all covenants, conditions and restrictions of record relating to the development or construction of the Improvements, including all covenants requiring consent from any third party, have been, or on the Closing Date will be, fully satisfied and complied with in all material respects. Whenever the phrase “to Seller’s actual knowledge” or the awareness or knowledge of Seller is at issue under this Agreement, such shall mean and relate to the knowledge of the chief financial officer of Seller, the director of facilities management, and the general counsel of Seller (a) Neither such parties being the Corporationparties who are in the best position to make the representations and warranties contained herein), Amneal LLC nor only, and to no other parties of Seller. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing, except for any direct changes in any such representations or indirect subsidiary of Amneal LLC warranties that is treated as a partnership or is disregarded as separate occur and are disclosed by Seller to Purchaser expressly and in writing at any time and from its owner for U.S. federal income tax purposes time to time prior to Closing upon their occurrence, which disclosures shall sell, exchange or otherwise dispose of any asset held on or prior thereafter be updated by Seller to the Closing Date Date. Each and all of the express warranties, covenants, and indemnifications made and given by Amneal LLC Seller to Purchaser herein shall, subject to the limitations expressly provided herein, survive the execution and delivery of the Deed by Seller to Purchaser. If there is any change in any representations or any entity that was a subsidiary of Amneal LLC warranties and Seller does not cure or correct such changes prior to the Closing Date in any twelve (12) month period ifClosing, following such dispositionthen Purchaser may, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000at Purchaser’s option, unless (i) close and consummate the Membership Representative provides its prior written consent transaction contemplated by this Agreement, except that after such closing and consummation Purchaser shall have the right to seek monetary damages from Seller for any such transaction (which consent may be granted changes willfully caused by Seller or withheld in the Member Representative’s sole discretion) any such representations or warranties willfully breached by Seller or (ii) terminate this Agreement by written notice to Seller, whereupon the Corporation agrees Xxxxxxx Money shall be immediately returned by Escrow Agent to use its best efforts to ensure thatPurchaser, during and thereafter the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates parties hereto shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s have no further rights or obligations under this Agreement hereunder, except only (including the amount 1) for such rights or timing of any payment made hereunder) without the prior written consent of the Member Representativeobligations that, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation express terms hereof, survive any termination of this Agreement, and (2) that Purchaser shall have the right to seek monetary damages from Seller for any changes in such representations and warranties intentionally and willfully caused by Seller or any such representations and warranties intentionally and willfully breached by Seller and not within the actual knowledge of its subsidiaries pursuant to such agreement are expressly subordinate in right Purchaser at the time of payment to all payments to be made hereunder.Closing. ACKNOWLEDGING PURCHASER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES TO TAKE THE PROPERTY “AS IS” WITH ALL FAULTS AND CONDITIONS THEREON, SUBJECT, HOWEVER, TO THE REPRESENTATIONS AND WARRANTIES OF SELLER MADE IN THIS AGREEMENT. EXCEPT FOR ANY SPECIFIC REPRESENTATION OR WARRANTY MADE BY SELLER IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (C) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, OR (D) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY

Approvals. (a) Neither the Corporation, Amneal LLC nor any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b2.24(a) of the LLC Agreement equal Disclosure Schedule contains a list of all material Approvals of Governmental or Regulatory Authorities relating to its Assumed Tax Liabilitythe business conducted by the Company which are required to be given to or obtained by the Company from any and all Governmental or Regulatory Authorities in connection with the consummation of the transactions contemplated by this Agreement. (b) Neither Section 2.24(b) of the Corporation, Amneal LLC nor Disclosure Schedule contains a list of all material non-Governmental or Governmental or Regulatory Authorities Approvals which are required to be given to or obtained by the Company from any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, third parties in connection with the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent consummation of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontransactions contemplated by this Agreement. (c) Neither The Company has obtained all material Approvals from Governmental or Regulatory Authorities necessary to conduct the Corporation nor business conducted by the Company in the manner as it is currently being conducted and there has been no written notice received by the Company of any material violation or material non-compliance with any such Approvals. All material Approvals from Governmental or Regulatory Authorities necessary to conduct the business conducted by the Company as it is currently being conducted are set forth in Section 2.24(c) of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person the Disclosure Schedule. (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses d) The affirmative vote or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative holders of a majority of each of (such consent not to be unreasonably withheldi) the Company Common Stock, conditioned or delayed)and (ii) the Series A Preferred Stock, unless all payments to be made by the Corporation or Series B Preferred Stock and the Series C Preferred Stock, voting together as a class, are the only votes of the holders of any of its subsidiaries pursuant the Company Capital Stock necessary to such agreement are expressly subordinate in right approve this Agreement and the Merger and the transactions contemplated hereby. (e) The shareholders of payment to all payments to be made hereunderthe Company that have concurrently herewith entered into Support Agreements constitute (x) the holders of a majority of the Company Common Stock, and (y) the holders of a majority of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, together as a class.

Approvals. Except as otherwise expressly provided in this Agreement: (a) Neither all opinions contemplated by this Agreement must be reasonably formed and the Corporationapproval of any document, Amneal LLC nor proposed action or other matters in accordance with this Agreement shall not be unreasonably withheld or delayed; provided, however, that in determining the reasonableness of any direct such withholding or indirect subsidiary delay, full consideration shall be given to the effect of Amneal LLC that is treated such denial or refusal on the ability of Operator to operate and manage the Hotel as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liability.World Class Luxury Hotel; and (b) Neither the Corporationfollowing procedure shall be followed with respect to any matter requiring approval: (i) such documents or a written description of the proposed action or other matter requiring approval shall be submitted by the party having responsibility therefor (the "requesting party") to the party having the right of approval, Amneal LLC nor any of their respective Affiliates which submission shall make be accompanied by a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, request for approval in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under accordance with this Agreement Agreement; (including the amount or timing ii) as soon as possible but not later than 30 days after receipt of any payment made hereunderproposed Annual Plan or 10 days after the receipt of any other written request for approval (or such longer time period as may be specified for approval with respect to any item in this Agreement) the party having the right of approval shall notify in writing the requesting party of its approval or of its specific objections to the document, proposed action or other matter; (iii) failure to respond in writing with specific objections within the maximum time period specified in section 21.01(b)(ii) shall constitute approval of all matters submitted; (iv) within 10 days of the receipt of any objections (or such other time period as may be specified in this Agreement), the requesting party shall: (A) acquiesce to such objections; or (B) reach an agreement with the party objecting; or (C) call for a meeting of representatives of Owner and Operator to be convened to consider the matter in dispute (by giving notice to convene such meeting in writing indicating the specific issues in dispute to be resolved by such representatives); and (v) as soon as possible, but not later than 10 days after receiving a request to convene a meeting in accordance with section 21.01(b)(iv)(C), representatives of Owner and Operator shall convene to consider the specific issues in dispute and resolve them to the mutual satisfaction of the parties and if unable to resolve the specific issues in dispute, the same shall be resolved in accordance with the procedures provided in section 21.03. Once any document, proposed action or other matter is approved, no change or amendment thereof may be effected without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionboth parties. (c) Neither the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunder.

Approvals. No actions, consents or approvals of, registrations or filings with, notices to, or other actions by, FERC, the Commission or any other Governmental Authority acting under the FPA, PUHCA or state laws or regulations respecting rates or the financial or organization regulation of utilities is or will be required in connection with the Transactions except such as have been made or obtained and are in full force and effect. EXHIBIT D OPINIONS WITH RESPECT TO ENVIRONMENTAL MATTERS General Counsel for the Company, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxx & Xxxxx, Xxxxxxxxxxx & Xxxxxxxx, Xxxxxx Xxxxxxx and other local counsel shall collectively provide the following opinions with respect to the environmental matters pertaining to the Company and its subsidiaries: (aCapitalized terms used by not defined in this Exhibit D shall have the meanings assigned to them in the Purchase Agreement.) 1. The Company and [and each relevant entity] have all of the Governmental Approvals(1) Neither that are required to be obtained for the Corporationownership, Amneal LLC nor construction, and operation of the Facilities(2). Except to the extent qualified or limited expressly herein, each such Governmental Approval is held in the name of [the Company or relevant entity], is in full force and effect, is not subject to any direct appeals or indirect subsidiary further proceedings and all applicable administrative and judicial appeal periods have expired. Each such Governmental Approval has been duly issued and based upon the representation in the [relevant entity's] affidavits, the [relevant entity] represents that to the best of Amneal LLC that its knowledge it is treated as a partnership or is disregarded as separate from operating its owner for U.S. federal income tax purposes shall sell[relevant entity] facility in material compliance with the provisions of such Governmental Approvals, exchange or otherwise dispose and we have no actual knowledge of any asset facts or claims that would render this representation untrue. Assuming that applications for renewal of such Governmental Approvals are timely filed, there is no reason of which we are aware that such Governmental Approvals should not be renewed in the ordinary course of the relevant Governmental Authority's administrative processes. To the extent that additional Governmental Approvals are required for the ownership, construction, and operation of any Facility, but are not presently held on by [the Company or relevant entity], we have no knowledge of any reason why any such Governmental Approval will not be obtained in the ordinary course of business and without material difficulty, expense or delay prior to the Closing Date by Amneal LLC time [the Company or relevant entity] is required to obtain such Governmental Approvals.(3) --------------- (1) Governmental Approval shall include any entity that was a subsidiary of Amneal LLC prior to the Closing Date in action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, certificate, registration, right or license required under any twelve applicable Federal, state and local laws (12) month period ifincluding, following such dispositionbut not limited to, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000Environmental Laws, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted State Energy Facility Siting Laws, or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax Liabilityother State Energy Laws). (b2) Neither the CorporationThis opinion is required only for certain core assets, Amneal LLC nor any i.e., those for which a mortgage or deed of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretiontrust is being taken. (c3) Neither If the Corporation nor any project has received all of its subsidiaries Governmental Approvals, this sentence can be omitted. EXHIBIT E OPINIONS WITH RESPECT TO MORTGAGED PROPERTY Xxxxx Xxxxxxx, Xxxxxxxxxxx & Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxx & Xxxxxxx, Xxxx Xxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxxx, LLC, Xxxxxxx & Xxxxx and other local counsel shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which collectively provide the Corporation is obligated to pay amounts following opinions with respect to tax benefits resulting from the Mortgages: (Capitalized terms used by not defined in this Exhibit E shall have the meanings assigned to them in the Purchase Agreement. If not defined in the Purchase Agreement, then such terms have the meanings assigned to them in the respective Mortgage.) 1. Except for filings which are necessary to perfect the security interests granted under the Documents (as defined in such Mortgage) and such other filings, authorizations or approvals as are specifically contemplated by the [Documents], no authorizations or approvals of, and no filings with, any net operating losses governmental or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent regulatory authority or agency of the Member Representative United States, the state of [Borrower's][the Company's] formation, or the state of ____________ (such consent the "State") are necessary for the execution, delivery or performance of the [Documents] by the [Borrower][Company/Guarantor]. 2. Each of the [Documents] constitutes the legal, valid and binding obligation of the [Borrower][Company/Guarantor], enforceable against [Borrower][Company/Guarantor] in accordance with its terms. 3. The execution and delivery by the [Borrower] [Company/Guarantor] of the [Documents] and the consummation of the transactions contemplated thereby do not conflict with or violate any federal or State law, rule, regulation or ordinance applicable to the [Borrower][Company/Guarantor]. 4. The choice of law provisions contained in the [Documents] will be upheld and enforced by the courts of the State and Federal courts sitting in and applying the laws of the State. In this regard, the amounts to be unreasonably withheldreceived by [Lenders][holders of the Notes] as interest in respect of the [Note], conditioned or delayed), unless all payments to be made by the Corporation or any [Borrower][Company/Guarantor], as maker, in favor of its subsidiaries pursuant to such agreement [Lenders][holders of the Notes] and under the [Credit Agreement][Purchase Agreement] constitute lawful interest under the laws of the State and are expressly subordinate in right of payment to all payments to be made hereunderneither usurious nor illegal.

Approvals. (a) Neither If consent of the CorporationLenders or the Required Lenders is required for some action under this Agreement, Amneal LLC nor any direct or indirect subsidiary except as otherwise provided herein an approval of Amneal LLC that the Lenders or the Required Lenders is treated as a partnership required or is disregarded as separate permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) Business Days of receipt of the request for action from its owner for U.S. federal income tax purposes shall sellthe Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), exchange notice in writing of approval or otherwise dispose disapproval (collectively, “Directions”) in respect of any asset held on action requested or prior proposed in writing pursuant to the Closing Date by Amneal LLC or terms hereof. To the extent that any entity that was a subsidiary Lender does not approve any recommendation of Amneal LLC prior the Agent, such Lender shall in such notice to the Closing Date in any twelve (12) month period if, following such disposition, Agent describe the cumulative “amount realized” (as actions that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent acceptable to such transaction Lender. If the Agent submits to the Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (which consent may be granted or withheld in 10) Business Days after such Lender receives from the Member Representative’s sole discretion) or (ii) Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval. If the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable Agent submits to such transactionLender a second written request to approve or disapprove such action, each and a Lender fails to provide Directions within five (5) Business Days after the Lender receives from the Agent such Member receives distributions pursuant second request, then any Lender’s failure to Section 4.01(b) of respond to a request for Directions within the LLC Agreement equal required time period shall be deemed to its Assumed Tax Liabilityconstitute a Direction to take such requested action. (b) Neither In the Corporationevent that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Agent, Amneal LLC nor then for the purposes of this paragraph each Lender shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. Any Lender’s failure to respond to such a request for a subsequent approval within the required time period shall be deemed to constitute a Direction to take such requested action. The Agent and each Lender shall be entitled to assume that any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent officer of the Member Representativeother Lenders delivering any notice, which consent may be granted consent, certificate or withheld other writing is authorized to give such notice, consent, certificate or other writing unless the Agent and such other Lenders have otherwise been notified in the Member Representative’s sole discretionwriting. (c) Neither Notwithstanding the Corporation nor any foregoing, the provisions of its subsidiaries this §14.14 which provide that a failure to respond to a request for Directions or a subsequent approval within a specified time period shall enter into any additional agreement providing rights similar be deemed to this Agreement constitute a Direction to take such requested action shall not apply to any Person request to approve (including any agreement pursuant to which i) a reduction in the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which rate of interest on the Corporation becomes entitled as a result of a transactionLoans, (ii) without the prior written consent an extension of the Member Representative Maturity Date, or (such consent not to be unreasonably withheldiii) a release of any Collateral other than in accordance with the terms of this Agreement.” (g) By deleting the words “the Agent, conditioned or delayed)the Lenders and the Arranger and each director, unless all payments to be made by officer, employee, agent, attorney and Affiliate thereof” appearing in the Corporation or any first (1st) and second (2nd) lines of its subsidiaries pursuant to such agreement are expressly subordinate §16 of the Credit Agreement, and inserting in right lieu thereof the following: “the Agent, the Lenders, the Arranger, each Affiliate thereof and each of payment to all payments to be made hereundertheir respective directors, officers, employees, agents and attorneys.”

Approvals. (a) Neither Each party hereto shall, as promptly as possible, use its reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the Corporationperformance of its obligations pursuant to this Agreement. Each party shall cooperate fully with the other parties in promptly seeking to obtain all such consents, Amneal LLC nor authorizations, orders and approvals. The parties shall not willfully take any direct or indirect subsidiary of Amneal LLC action that is treated as a partnership has, or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellreasonably likely to have, exchange the effect of delaying, impairing or otherwise dispose impeding the receipt of any asset held on required consents, authorizations, orders and approvals. Each party hereto agrees to make (or prior cause its ultimate parent entities, as such term is used in the HSR Act, to make) an appropriate filing pursuant to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior HSR Act with respect to the Closing Date in transactions contemplated by this Agreement within ten (10) Business Days after the date of this Agreement and to supply as promptly as practicable to the appropriate Governmental Authority any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as additional information and documentary material that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions requested pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax LiabilityHSR Act. (b) Neither Without limiting the Corporationgenerality of Buyer’s undertaking pursuant to this Section 6.5, Amneal LLC nor but subject to Section 6.5(d), Buyer agrees to use its reasonable efforts and to take any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions couldsteps necessary to avoid or eliminate each and every impediment under any antitrust, in competition, trade regulation Law or other Law that may be asserted by any Governmental Authority or any other party so as to enable the aggregate, reasonably be expected parties hereto to materially adversely affect any Member’s rights or obligations under close the transactions contemplated by this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative, which consent may be granted or withheld in the Member Representative’s sole discretionas promptly as possible. (c) Neither Subject to Section 6.5(d), if required by a Governmental Authority in order to obtain clearance under or to terminate any waiting period required by the Corporation nor HSR Act or any antitrust, competition, trade regulation Law, Buyer will propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate Order or otherwise, the sale, divestiture or disposition of Acquired Assets or aspects of the Business or otherwise offer to take or offer to commit to take any action which it is capable of taking (collectively, a “Divestiture Action”), and if the offer is accepted, take or commit to take, such action that limits its freedom of action with respect to, or its ability to retain, any of its subsidiaries shall enter into any additional agreement providing rights similar the Acquired Assets or aspects of the Business. For purposes of this Section 6.5, a Divestiture Action will be considered “required” by a Governmental Authority only if and to the extent that Buyer has been notified by the such Governmental Authority that the failure or refusal to take such Divestiture Action would result in the filing of Legal Proceedings seeking an Order that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Nothing in this Agreement will require, or be construed to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheldrequire, conditioned or delayed), unless all payments to be made by the Corporation Buyer or any of its subsidiaries Affiliates, in order to obtain clearance under, or to terminate any waiting period required by, any antitrust Law or to avoid the entry of, or to effect the dissolution of, any antitrust Order (whether or not the foregoing would have the effect of preventing or delaying the Closing beyond the Termination Date) to: (i) agree to any restriction, condition or limitation (including any sale, divestiture, disposition, change in business practice or other transaction or any requirement to hold separate) with respect to any asset, business or property of Buyer or any of its Affiliates (other than the Acquired Assets or the Business) or with respect to any asset, business or property which Buyer or any of its Affiliates acquires or transfers or has or hereafter has an unconsummated contract to acquire or to transfer (other than with respect to the Acquired Assets or the Business); or (ii) take or refrain from taking any action with respect to the acquisition, sale, divestiture, disposition, change in business practice or other transaction involving directly or indirectly any asset, business or property of any other Person (other than the Acquired Assets or the Business) or in any market (other than markets in which the Business is conducted, but only as to the conduct of such Business). (e) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated by this Agreement (but, for the avoidance of doubt, not including any interactions between Seller and Governmental Authorities in the Ordinary Course of Business or any disclosure which is not permitted by Law) shall be disclosed to the other parties hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Notwithstanding the foregoing, Buyer shall not be required to disclose to Seller any commercially sensitive materials pursuant to such agreement are expressly subordinate this Section 6.5 which, in right of payment Buyer’s reasonable judgment, is confidential or proprietary to all payments to Buyer or its business. (f) The filing fees associated with the filings under the HSR Act shall be made hereunderborne solely by Buyer.

Approvals. (a) Neither 9.1 The Licensee agrees that the Corporation, Amneal LLC nor any direct or indirect subsidiary Licensor shall have the right of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose approval of any asset held on or prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 those parts of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld COLLECTION comprised in the Member Representative’s sole discretion) CODAs, CODA Merchandise using the BRAND and Presentation Materials, and the appearance, quality and design thereof, and that no advertising or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) marketing of the LLC Agreement equal to its Assumed Tax Liability. (b) Neither the Corporation, Amneal LLC nor any of their respective Affiliates CODAs and/or CODA Merchandise shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) take place without the prior written consent of the Member RepresentativeLicensor, which consent shall not be unreasonably withheld or delayed. 9.2 Within the first contract year, the Licensee shall forward to the Licensor for its approval at least rough visual designs of all CODAs commissioned, CODA Merchandise using the BRAND and all Presentation Materials of whatsoever kind relating thereto together with such other details or digital samples concerning the composition of the CODAs, CODA Merchandise using the BRAND and all Presentation Materials as the Licensor may from time to time reasonably request. 9.3 Before commencing the exercise of any of the Rights the Licensee shall provide to the Licensor for its approval one (1) digital Sample of each proposed licensed CODAs or CODA Merchandise item created. The Licensor shall notify the Licensee within ten (10) working days of receipt if supplied by e-mail as to whether the digital Samples are approved. IT IS AGREED that there shall be granted no exercise of any of the Rights unless and until express written prior approval of the Samples shall be given to the Licensee by the Licensor. If the Licensor shall not have indicated approval of the digital Samples within ten (10) working days then the Samples shall be deemed not to have been approved. Any rejection of the digital Samples by Licensor must state the reasons with particularity along with the rejection to enable Licensee to address any perceived concerns in a timely manner. The CODAs can’t be exploited as CODA Merchandise if they are not approved. 9.4 The Licensee shall at all times ensure that all licensed items created using the COLLECTION and/or Brand conform in image style and approach to that of the Licensor in relation to the COLLECTION and the Licensee shall consult with the Licensor regarding the Licensee's marketing policy and approach to any advertising campaign for the CODAs or withheld CODA Merchandise. 9.5 The Licensee shall market the CODAs under the BRAND in the Member RepresentativeLicensee’s sole reasonable discretion. (c) Neither 9.6 No film, television, social media commercial, or similar, featuring the Corporation nor any of its subsidiaries COLLECTION, BRAND or CODAs shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) be made without the prior written consent from the Licensor. 9.7 The Licensee acknowledges that production, sale or distribution of any item created using the COLLECTION and/or BRAND or any component thereof prior to approval by the Licensor in accordance with the approvals procedure set out in this Clause 9 or to a standard below that required by this Agreement will be deemed a material breach of this Agreement. In such an event the Licensor may demand the immediate withdrawal and destruction of all such non-approved items and the Licensee agrees that, in addition to all other remedies of the Member Representative (Licensor provided for herein or generally at law, any and all Guarantees and Royalties due hereunder shall become immediately due and payable as the Licensor's liquidated damages, regardless of whether the Licensor and the Licensor also exercises its rights hereunder to terminate this Agreement because of such consent not to be unreasonably withheld, conditioned or delayed), unless all payments to be made by the Corporation or any of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderbreach.

Approvals. (a) Neither Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the Corporation, Amneal LLC nor following requirements may be entered into by any direct or indirect subsidiary of Amneal LLC that is treated as a partnership or is disregarded as separate from its owner for U.S. federal income tax purposes shall sell, exchange or otherwise dispose of any asset held on or Borrower without Lender’s prior to the Closing Date by Amneal LLC or any entity that was a subsidiary of Amneal LLC prior to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless consent: (i) the Membership Representative provides its prior written consent for economic terms, including rental rates, comparable to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or existing local market rates for similar properties and is otherwise on commercially reasonable terms, (ii) the Corporation agrees to use its best efforts to ensure thathas an initial term of not less than three (3) years and a total term (together with all extension and renewal options) of not more than ten (10) years, during the taxable periods in which any Member (iii) unless a subordination, non-disturbance and attornment agreement is allocated gain attributable to such transaction, each such Member receives distributions delivered pursuant to this Section 4.01(b4.11.2, provides that such Lease is subordinate to the Mortgages and the Assignments of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (iv) is with Tenants that are creditworthy, (v) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vi) is not with an Affiliate of any Borrower or any Guarantor, and (vii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the LLC Agreement equal to its Assumed Tax Liability. (bapplicable Property) Neither the Corporation, Amneal LLC nor or any of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition and all prior Subsequent Acquisitions could, in the aggregate, reasonably be expected to other terms which would materially adversely affect any MemberLender’s rights or obligations under this Agreement the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the amount or timing date hereof shall be subject to Lender’s Table of any payment made hereunder) without the Contents prior written consent of the Member Representativeapproval, which consent may be granted or withheld in the Member Representative’s sole discretion. (c) Neither the Corporation nor any of its subsidiaries approval shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent of the Member Representative (such consent not to be unreasonably withheld, conditioned or delayeddelayed so long as no Event of Default is continuing and the requirements set forth in the preceding clauses (i)-(vii) are met. (b) No Borrower shall permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the applicable Borrower), unless all payments which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing and the requirements set forth in clauses (i)-(vii) in Section 4.11.2(a) above are met. Lender, at Borrowers’ sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be made requested by such Tenants and which are reasonably acceptable to Lender. (c) Each Borrower shall have the right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Property. (d) Notwithstanding anything to the contrary contained in this Section 4.11.2, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.11.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrowers to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO GIPFL 0000 X XXXX XXXXX, LLC, GIPDC 0000 00XX XX, XXX, and GIPAL JV 00000 XX XXXXXXX 20, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the Corporation information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or any to deny such request for approval in writing within the first ten (10) Business Days of its subsidiaries pursuant such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrowers in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DBR INVESTMENTS CO. LIMITED TO GIPFL 0000 X XXXX XXXXX, LLC, GIPDC 0000 00XX XX, XXX, and GIPAL JV 00000 XX XXXXXXX 20, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS Table of Contents DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such agreement are expressly subordinate in right of payment to all payments to be made hereunderrequest for approval within such second ten (10) Business Day period.

Approvals. (a) Neither the CorporationExcept as set forth in this Agreement and Schedule 5.5(a), Amneal LLC neither any declaration, filing or registration with, notice to, nor Approval of, any direct Governmental Authority or indirect subsidiary of Amneal LLC that other Person is treated as a partnership required to be made, obtained or is disregarded as separate from its owner for U.S. federal income tax purposes shall sellgiven by or with respect to any Seller, exchange or otherwise dispose any Affiliate of any asset held on Seller (including Global Communications and Mexican Express), or prior the Business in connection with the execution, delivery or performance of this Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby or thereby. Each of the Sellers, Global Communications and Mexican Express has all Approvals of any Governmental Authority required for the lawful operation of the Business and the use and ownership or leasing of its properties and assets as it is currently operated. All such Approvals are valid, in full force and effect and in good standing, except to the Closing Date by Amneal LLC extent that any lack of such force and effect does not, in the aggregate, have a material adverse effect on the Condition of any of the Sellers, Global Communications or Mexican Express or the Business. There is no Action pending or, to the Knowledge of each Seller, threatened that disputes the validity of any such Approval or that may result in the revocation, cancellation or suspension, or any entity that was a subsidiary of Amneal LLC prior adverse modification of, any such Approval. The Sellers will make available to the Closing Date in any twelve (12) month period if, following such disposition, the cumulative “amount realized” (as that term is defined in Section 1001 Purchaser true and complete copies of the Code) from all such dispositions during such twelve (12) month period would be in excess of $40,000,000, unless (i) the Membership Representative provides its prior written consent to such transaction (which consent may be granted or withheld in the Member Representative’s sole discretion) or (ii) the Corporation agrees to use its best efforts to ensure that, during the taxable periods in which any Member is allocated gain attributable to such transaction, each such Member receives distributions pursuant to Section 4.01(b) of the LLC Agreement equal to its Assumed Tax LiabilityApprovals. (b) Neither Global Communiations has all Approvals necessary to enable the Corporation, Amneal LLC nor any continued operation of their respective Affiliates shall make a Subsequent Acquisition if the Subsequent Acquisition Tax Benefits from such Subsequent Acquisition Video Poker Machines as conducted and all prior Subsequent Acquisitions could, operated by the Sellers in the aggregateStores on April 30, reasonably be expected 1998. Schedule 5.5(b) includes a true and complete list of such Approvals. The Sellers have delivered to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing Purchaser true and complete copies of any payment made hereunder) each application of such Approvals, and by the Closing Date, shall have delivered to the Purchaser true and complete copies of each Approval. Such Approvals shall remain valid and in full force and effect without the prior written consent of the Member Representativeadverse changes in connection with Closing, which consent may be granted or withheld and each Seller agrees to take all actions necessary to preserve such Approvals in the Member Representative’s sole discretionconnection with Closing. (c) Neither At the Corporation nor any of its subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which time Global Communications obtained all Approvals necessary for the Corporation is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporation becomes entitled as a result of a transaction) without the prior written consent operation of the Member Representative (Video Poker Machines, Global Communications had been a resident of South Carolina for at least the two preceding years. Since the time that Global Communications obtained such consent not to be unreasonably withheldApprovals, conditioned or delayed), unless all payments to be made by the Corporation or any Global Communications has remained continuously and is currently a resident of its subsidiaries pursuant to such agreement are expressly subordinate in right of payment to all payments to be made hereunderSouth Carolina.