Common use of Conditions to Each Purchaser’s Obligations Clause in Contracts

Conditions to Each Purchaser’s Obligations. The obligations of each Purchaser to purchase and pay for the Securities to be purchased by such Purchaser are subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.2 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed to the Purchaser, in such form and substance as are customary for transactions of this type. (e) The Purchaser shall have received the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers. (f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (g) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such time. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The obligations of each Purchaser to purchase and pay exchange Existing Notes for the New Securities to be purchased by such Purchaser on the Closing Date are subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained Such Purchaser shall not have discovered or otherwise become aware of information in Section 2.2 shall be true, complete and correct on and existence as of February 4, 2005 and not previously disclosed to such Purchaser that it reasonably believes to be materially inconsistent in an adverse manner with its understanding, based on information provided to such fund prior to February 4, 2005, of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datebusiness, except to the extent such representations and warranties expressly relate to any earlier date assets, operations, properties, condition (in which case such representations and warranties shall be accurate on and as of such datefinancial or otherwise), results of operations, liabilities (including contingent liabilities), material agreements and an authorized officer prospects of the Company shall have certified such compliance to the Purchasers in writing on behalf of the CompanyIssuer and its Subsidiaries. (b) The Company representations and warranties of the Issuer contained in this Agreement shall have performed be true and complied correct in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed the Issuer shall have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the PurchaserClosing Date. (c) There shall not exist (pro forma for the Recapitalization Transactions (as defined in the Waiver and Consent (as defined below) and the financings contemplated thereby and hereby) any default or event of default under the Senior Credit Agreement, the Second Lien Notes Indenture, this Agreement or the New Notes, or under any other material indebtedness or agreement of the Issuer or any of its Subsidiaries. (d) Worldspan, L.P. shall have received at least $300.0 million in such form gross cash proceeds from the issuance of the Second Lien Notes under the Senior Lien Notes Indenture, and substance as are customary for transactions of this typethe Second Lien Notes Indenture shall be in full force and effect and no provision thereof shall have been waived, amended, supplemented or otherwise modified. (e) The Purchaser Worldspan, L.P. shall have received at least $400.0 million (not including undrawn commitments) in gross cash proceeds from borrowings under the shares of Convertible Preferred Stock being purchased at the ClosingSenior Credit Agreement, and otherwise the Senior Credit Agreement shall be in full force and effect and no provision thereof shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchaserswaived, amended, supplemented or otherwise modified. (f) Each Purchaser All governmental, shareholder and material third party consents and approvals necessary in connection with the transactions contemplated hereby and by the Senior Credit Agreement and the Second Lien Notes Indenture shall not have been made subject to obtained and shall be in full force and effect and all applicable waiting periods have expired without any action being taken by any authority or third party that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunderforegoing. (g) With respect Such Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an officer of the Issuer, to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and effect that the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall set forth in Sections 4(b), 4(c), 4(d) and 4(f) have been satisfied. (h) With respect to a purchase There shall not be any pending or threatened litigation or proceeding against the Issuer or any of only its Subsidiaries or Affiliates (other than the Non-Contingent SharesPurchasers), the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions or otherwise relating to the release of transactions contemplated hereby which seeks to enjoin or challenge the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010transactions contemplated hereby. (i) The Company Such Purchaser shall have received subscriptions on or before the Closing Date the following documents: (i) counterparts hereof signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to shares which an executed counterpart shall not have been received, receipt by the Purchaser in form satisfactory to it of Convertible Preferred Stock aggregating $250 milliontelegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (ii) duly executed New Securities from the Issuer for the account of such Purchaser dated as of the Closing Date; (iii) copies of the certificate of incorporation or equivalent organizational document, as applicable, of the Issuer and Worldspan, L.P. and certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its organization; (iv) copies of the bylaws or equivalent governing documents of the Issuer and Worldspan, L.P., certified by an officer of the Issuer or such Subsidiary, as applicable, as of the Closing Date to be true and correct and in full force and effect as of the Closing Date; (v) copies of certificates of good standing, existence or its equivalent with respect to the Issuer and Worldspan, L.P. certified as of a recent date by the appropriate governmental authorities of the state of its organization; (vi) an incumbency certificate of the Issuer certified by a secretary or assistant secretary of the Issuer to be true and correct as of the Closing Date. (j) The purchase Such Purchaser shall have received payment in full in immediately available funds of such Securities shall not all reasonable expenses (iincluding attorney's fees) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except incurred in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice connection with the Board negotiation and execution of Governors of this Agreement and the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except New Notes, and all other documents, instruments and agreements executed and/or delivered in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such timeconnection therewith. (k) The Company Waiver and Consent shall not be in full force and effect. (l) The Issuer and the Purchasers shall have been notified by executed and delivered a registration rights agreement covering the FDIC that the Company is subject New Securities in form and substance reasonably satisfactory to the FDIC Policy Statement with respect to the Acquisition of the Target Institution Purchasers, and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties such registration rights agreement shall be in full force and covenantseffect.

Conditions to Each Purchaser’s Obligations. The obligations obligation of each Series D-1 Purchaser to purchase the Series D-1 Purchase Shares and pay Warrants hereunder and the obligation of each Series D-2 Purchaser to exchange Series B Shares for the Securities to be purchased by such Purchaser are Series D-2 Shares and -40 Warrants hereunder is subject to the satisfaction or waiver by such Purchaser(i) the Series D-1 Purchasers acquiring a majority of the Series D-1 Preferred Stock hereunder and (ii) the Series D-2 Purchasers acquiring a majority of the Series D-2 Preferred Stock hereunder, on at or before such prior to the Closing Date, of the following conditions: (a) The representations No provision of any applicable law or regulation shall have been enacted, no judgment, injunction, order, decree or arbitration award shall have been issued, and warranties contained in Section 2.2 no Suit, of which any party hereto shall have received notice, shall be truepending or threatened, complete in any case which seeks to prohibit, and correct on and as which would reasonably be expected to result in the enjoinment of, any of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Companytransactions contemplated by this Agreement. (b) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer Each of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed to the Purchaser, in such form and substance as are customary for transactions of this type. (e) The Purchaser shall have received the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers. (f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (g) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the following conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.: (i) The Company and each of the other Purchasers shall have received subscriptions to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any performed in all material respects all of its affiliates obligations hereunder required to violate any bank regulation, be performed by it on or prior to the Closing Date; (ii) the representations and warranties of the Company and each of the other Purchasers made in this Agreement which are qualified as to "materiality," "Material Adverse Effect" or words of similar meaning shall have been true and correct when made on the date hereof and shall be true and correct at and as of the Closing Date, as if made at and as of such date (except for representations and warranties made as of a particular date, which, on the Closing Date need to be true and correct as of the particular date referenced therein); (iii) all other representations and warranties of the Company and the other Purchasers made in this Agreement shall have been true and correct in all material respects when made on the date hereof and shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (except for representations and warranties made as of a particular date, which, on the Closing Date, need to be true and correct as of the particular date referenced therein); and (iv) with respect to the foregoing conditions of the Company, the Series D-1 Purchasers and the Series D-2 Purchasers shall each have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to the foregoing effect; except, however, in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System clauses (the “Federal Reserve”ii) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or and (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming), for changes expressly contemplated by this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such timeAgreement. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for consummate the Securities to be purchased by such Purchaser are Closing is further subject to the satisfaction satisfaction, at or waiver by such Purchaser, on or before such prior to the Closing Date, of the following additional conditions: (a) The representations and warranties of the Issuer contained in Section 2.2 herein that are qualified as to materiality or Material Adverse Effect shall be true, complete true and correct in all respects on and as of the Closing Date with and the same effect as though such representations and warranties had been of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the Closing Date, in each case as if made on and as of such date, except to ; the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company Issuer shall have performed and complied in all material respects with all covenants and agreements contained herein required by this Agreement to be performed or complied with by it at or prior to or at the Closing Date, ; and such Purchaser shall have received a certificate dated the Closing Date signed by an authorized officer of the Company Issuer to the foregoing effect; (b) The Certificate of Designation shall have certified such compliance to been filed with the Purchasers in writing on behalf Division of Corporations and Commercial Code of the Company.State of Utah in accordance with the law of the State of Utah; (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement shall have been executed and delivered by the parties thereto and be in the forms attached as Exhibit B full force and Exhibit C, respectively.effect; (d) The Such Purchaser shall have received an opinion of counselopinions, dated as of the Closing Date and addressed Date, of counsel to the PurchaserIssuer, in addressing such form and substance matters as are customary for transactions of this type.shall be reasonably requested by the Purchasers; (e) The Purchaser No action, suit, investigation, litigation or proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing or which could have an adverse affect on the ability of the Issuer to perform its obligations under this Agreement shall have received the shares of Convertible Preferred Stock being purchased at the Closingbeen instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers.be pending; (f) Each Purchaser shall not have been made subject received all documents reasonably requested by it relating to the FDIC Policy Statement solely as a result existence of its purchase Issuer, the corporate authority for Issuer entering into, and the validity of, this Agreement, the Certificate of shares of Convertible Preferred Stock hereunder.Designation, the Warrants and the Series B Shares, all in form and substance reasonably satisfactory to it; and (g) With respect to The Issuer shall have received all consents and waivers by third parties that are required for the purchase issuance of the Contingent Shares, Securities and the Bank shall have been named by the FDIC as the winning bidder for the Acquisition consummation of the Target Institution, and the conditions transactions contemplated hereby on terms reasonably satisfactory to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. Purchaser (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: including (i) receipt waivers of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”)all shareholders' contractual or other preemptive and similar rights, and (ii) receipt of a notice any consents required in order that the Bidder transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Issuer or any Subsidiary is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company party or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure which any portion of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions to shares property of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser the Issuer or any of its affiliates to violate any bank regulation, (ii) except in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such timeSubsidiary is subject). (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The obligations of each a Purchaser to purchase and pay for the Securities hereunder required to be purchased by such Purchaser are performed on the Closing Date shall be subject to the satisfaction or waiver by such Purchaserwaiver, on at or before such Closing Dateprior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in Section 2.2 this Agreement (i) shall have been true and correct when made and (ii) shall be true(A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, complete true and correct on and (B) in all other cases, true and correct in all material respects, in the case of clauses (A) and (B), as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the CompanyClosing Date. (b) The Company shall have performed and complied in all material respects with all of its obligations, agreements and covenants contained herein required in this Agreement to be performed or and complied with by it at or prior to or at the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and entered into the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectivelyAgreement. (d) The Company shall have filed each of the Certificates of Designations with the Secretary of State of the State of Delaware. (e) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. (f) The Company shall have delivered to such Purchaser a certificate executed by it or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (e) of this Section 7.2 has been satisfied. (g) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (h) Such Purchaser shall have received an opinion of counselKelley Drye & Warren LLP, counsel to the Company, dated as of the Closing Date Xxxx, xxd axxxxxxed to such Purchaser, in the form and addressed substance reasonably acceptable to the Purchaser, in such form and substance as are customary for transactions of this type. (ei) The Such Purchaser shall have received certificates representing the shares Securities purchased by such Purchaser concurrently with the Company's receipt of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the PurchasersPurchase Price for such Securities. (f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (gj) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent SharesHMTF Purchaser, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions have delivered to the release of HMTF Purchaser the Purchase Price for Management Rights Agreements executed by the Non-Contingent Shares from Escrow pursuant Company and addressed to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of HMTF Funds; and with respect to Chase Equity Associates, LLC only, the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions delivered to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulationChase Equity Associates, (ii) except in LLC the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such timeRegulation Y Agreement. (k) The Company there shall not have been notified by occurred (i) any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to have a material adverse effect (x) on the FDIC that business, assets, financial condition, prospects, or results of operations of the Company is subject to and the FDIC Policy Statement with respect to Viatel Subsidiaries taken as a whole or (y) on the Acquisition ability of the Target Institution Company and thatthe Viatel Subsidiaries to perform on a timely basis any material obligation under the Equity Documents or to consummate the Issuance contemplated hereby; or (ii) any material disruption of or material adverse change in financial, as a result, banking or capital market conditions that would reasonably be expected to materially impair the Company's ability to obtain financing on reasonable terms. (l) the Amendment to Rights Agreement shall be in full force and effect. (m) Each other Purchaser will become subject to the FDIC Policy Statement solely as a result of shall have consummated or shall be simultaneously consummating the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Securities set forth opposite such Purchaser’s representation, warranties and covenants.'s name on Schedule I.

Conditions to Each Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for consummate the Securities to be purchased by such Purchaser are Closing is further subject to the satisfaction satisfaction, at or waiver by such Purchaser, on or before such prior to the Closing Date, of the following additional conditions: (a) The representations and warranties of the Issuer contained in Section 2.2 herein that are qualified as to materiality or Material Adverse Effect shall be true, complete true and correct in all respects on and as of the Closing Date with and the same effect as though such representations and warranties had been of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the Closing Date, in each case as if made on and as of such date, except to ; the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company Issuer shall have performed and complied in all material respects with all covenants and agreements contained herein required by this Agreement to be performed or complied with by it at or prior to or at the Closing Date, ; and such Purchaser shall have received a certificate dated the Closing Date signed by an authorized officer of the Company Issuer to the foregoing effect; (b) The Management Sideletter shall have certified been executed and delivered by Mr. Rouhana and the Shareholders Agreements shall have been exexxxxx xxx xelivered by the parties thereto other than such compliance to the Purchasers in writing on behalf of the Company.Purchaser; (c) Such Purchaser shall have received an opinion, dated the Closing Date, of counsel to the Issuer, substantially in the form attached as Exhibit C; (d) Such Purchaser shall have received an opinion, dated the Closing Date, of FCC counsel to the Issuer, substantially in the form attached as Exhibit D; (e) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending; (f) Such Purchaser shall have received all documents reasonably requested by it relating to the existence of each Seller, the corporate authority for such Seller's entering into, and the validity of, this Agreement, the Shareholders Agreements and the Securities, all in form and substance reasonably satisfactory to it; (g) The Company shall have executed and delivered, effective as entered into definitive agreements with its lenders and/or vendors which provide for senior committed financing of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed at least $450,000,000 on terms reasonably satisfactory to the such Purchaser, in such form and substance as are customary for transactions including, without limitation, terms of this type. (e) The Purchaser shall have received the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers. (f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (g) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied.any covenants; and (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions taken all necessary action under the Rights Agreement, dated as of July 2, 1997 between the Issuer and Continental Stock Transfer & Trust Company, as Rights Agent (as amended from time to shares of Convertible Preferred Stock aggregating $250 million. (j) The time, the "Rights Agreement"), including amending such Rights Agreement, to ensure that the purchase of the Securities hereunder and the accretion of the liquidation preference (in lieu of payment of cash dividends) on such Securities shall not will not, absent the acquisition of "beneficial ownership" (as defined in the Rights Agreement) of any other securities of the Issuer by such Purchaser, at any time after the date hereof, cause (i) cause the rights issued pursuant to the Rights Agreement to become exercisable under the Rights Agreement, or (ii) any Purchaser or any of its affiliates Affiliates to violate any bank regulation, be deemed an "Acquiring Person" (ii) except as defined in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such timeRights Agreement). (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for consummate the Securities to be purchased by such Purchaser are Closing is further subject to the satisfaction satisfaction, at or waiver by such Purchaser, on or before such prior to the Closing Date, of the following additional conditions: (a) The representations and warranties of the Issuer contained in Section 2.2 herein that are qualified as to materiality or Material Adverse Effect shall be true, complete true and correct in all respects on and as of the Closing Date with and the same effect as though such representations and warranties had been of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the Closing Date, in each case as if made on and as of such date, except to ; the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company Issuer shall have performed and complied in all material respects with all covenants and agreements contained herein required by this Agreement to be performed or complied with by it at or prior to or at the Closing Date, ; and such Purchaser shall have received a certificate dated the Closing Date signed by an authorized officer of the Company Issuer to the foregoing effect; (b) The Management Sideletter shall have certified been executed and delivered by Xx. Xxxxxxx and the Shareholders Agreements shall have been executed and delivered by the parties thereto other than such compliance to the Purchasers in writing on behalf of the Company.Purchaser; (c) The Company In the case of each of CSFB and WCAS, such Purchaser's nominee shall have executed and delivered, effective as been elected or appointed to the Issuer's Board of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectivelyDirectors. (d) The Such Purchaser shall have received an opinion of counselopinion, dated as of the Closing Date and addressed Date, of counsel to the PurchaserIssuer, substantially in such the form and substance attached as are customary for transactions of this type.Exhibit C; (e) The Such Purchaser shall have received an opinion, dated the shares Closing Date, of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares FCC counsel to the Purchasers.Issuer, substantially in the form attached as Exhibit D; (f) Each Purchaser No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder.instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending; (g) With respect Such Purchaser shall have received all documents reasonably requested by it relating to the purchase existence of the Contingent Shareseach Seller, the Bank shall have been named by the FDIC as the winning bidder corporate authority for the Acquisition of the Target Institutionsuch Seller's entering into, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent Sharesvalidity of, this Agreement, the Company shall notify the Escrow Agent Shareholders Agreements and the respective Purchasers of the number of Non-Contingent Shares allocated Securities, all in form and substance reasonably satisfactory to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010it. (i) The Company shall have received subscriptions to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such time. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The obligations of each Purchaser to purchase and pay for the Securities to be purchased by such Purchaser are subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.2 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed to the Purchaser, in such form and substance as are customary for transactions of this type. (e) The Purchaser shall have received the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers. (f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (g) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s 's Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such time. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. The several obligations of each Purchaser to purchase and pay for the Securities to be purchased by such Purchaser Shares on the Closing Date are subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, of the following conditions: (a) The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company contained in Section 2.2 shall be true, complete this Agreement are true and correct on and as of the Closing Date and that the Company has complied with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer all of the Company shall have certified such compliance to the Purchasers in writing on behalf agreements and satisfied all of the Companyconditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (b) The All representations and warranties of the Company contained herein shall remain true and correct as of the Closing Date and the Company shall have performed and complied in all material respects with all of the agreements contained herein required and satisfied all of the conditions on its part to be performed or complied with by it prior to satisfied hereunder on or at before the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (c) The Company Except as described in the Exchange Act Documents (as defined in Section 6(a) below), there shall have executed and deliveredbeen no material adverse change in the condition, effective as financial or otherwise, or in the earnings, business or operations of the ClosingCompany taken as a whole, since the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectivelydate hereof. (d) The Purchaser shall have received on the Closing Date an opinion of counselXxxxx Xxxx & Xxxxxxxx, counsel for the Company, dated the Closing Date, in the form set forth as Exhibit A. Such opinion shall be rendered to the Purchaser at the request of the Closing Date Company and addressed to the Purchaser, in such form and substance as are customary for transactions of this typeshall so state therein. (e) The Purchaser shall have received From the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares date hereof to the PurchasersClosing Date, trading in the Common Stock shall not have been suspended by the Commission or by the New York Stock Exchange, other than as part of a general suspension of trading by the Commission or such exchange. (f) Each Purchaser All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby, and all documents and instruments incident to such transactions, shall not have been made subject be reasonably satisfactory in substance to the FDIC Policy Statement solely as a result of Purchaser and its purchase of shares of Convertible Preferred Stock hereundercounsel. (g) With respect to the purchase A minimum of the Contingent Shares, the Bank $40 million in gross proceeds shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow obtained pursuant to the Escrow Agreement shall have been satisfiedoffering contemplated by this Agreement. (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (i) The Company shall have received subscriptions to shares of Convertible Preferred Stock aggregating $250 million. (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except in the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or (iii) except in the case of CapGen, cause such Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more of the voting securities of the Company outstanding at such time. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, the Purchaser will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenants.

Conditions to Each Purchaser’s Obligations. (a) The obligations obligation of each Purchaser of Corsair and Xxxxxx Capital to purchase and pay for consummate the Securities to be purchased by such Purchaser are First Closing is further subject to the satisfaction satisfaction, at or waiver by such Purchaser, on or before such prior to the First Closing Date, of the following additional conditions: (ai) The representations and warranties of the Issuer contained in Section 2.2 herein that are qualified as to materiality or Material Adverse Effect shall be true, complete true and correct in all respects on and as of the First Closing Date with and the same effect as though such representations and warranties had been of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the First Closing Date, in each case as if made on and as of such date, except to ; the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company. (b) The Company Issuer shall have performed and complied in all material respects with all covenants and agreements contained herein required by this Agreement to be performed or complied with by it at or prior to or at the First Closing Date, ; and such Purchaser shall have received a certificate dated the First Closing Date signed by an authorized officer of the Company Issuer to the foregoing effect; (ii) The Shareholders Agreement shall have certified such compliance been executed and delivered by the parties thereto; (iii) The Corsair Director shall have been elected to the Purchasers in writing on behalf Board of Directors of the Company.Company in compliance with paragraph 8 of the Articles of Amendment; (civ) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively. (d) The Purchaser Such Purchasers shall have received an opinion of counselopinion, dated the First Closing Date, of counsel to the Issuer, substantially in the form attached hereto as Exhibit D; (v) Such Purchasers shall have received an opinion, dated the First Closing Date, of counsel to the Issuer (such counsel being reasonably acceptable to the Purchasers) as to noncontravention of credit card securitization and related agreements to which the Issuer or any Subsidiary of the Issuer is a party; (vi) Such Purchasers shall have received satisfactory evidence of receipt by the Issuer of $10,000,000 or more from the sale of Series B Preferred Stock as contemplated in the Series B Transaction Documents; (vii) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the First Closing Date shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and addressed be pending; and (viii) Such Purchasers shall have received all documents reasonably requested by it relating to the Purchaserexistence of the Issuer, the corporate authority for the Issuer's entering into, and the validity of, this Agreement, the Shareholders Agreement and the Securities, all in such form and substance as are customary for transactions of this typereasonably satisfactory to it. (eb) The Purchaser shall have received obligation of each of Paladin and Winding Creek to consummate the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers. (f) Each Purchaser shall not have been made Second Closing is further subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder. (g) With respect satisfaction, at or prior to the purchase Second Closing Date, of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of written notice from the FDIC that the Bidder will not be permitted as a final matter to enter a Bid (“Notice of Non-Qualification”), (ii) receipt of a notice that the Bidder is not named by the FDIC as the winning bidder for the Target Institution’s Assets and Liabilities (a “Notice of Higher Bid”), (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.following additional conditions: (i) The Company representations and warranties of the Issuer contained herein that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Second Closing Date and the representations and warranties of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the Second Closing Date, in each case as if made on and as of such date; the Issuer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Second Closing Date; and such Purchaser shall have received subscriptions a certificate dated the Second Closing Date signed by an authorized officer of the Issuer to shares of Convertible Preferred Stock aggregating $250 million.the foregoing effect; (j) The purchase of such Securities shall not (i) cause Purchaser or any of its affiliates to violate any bank regulation, (ii) except in The Shareholders Agreement shall have been executed and delivered by the case of CapGen, require such Purchaser or any of its affiliates to file a prior notice with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or its delegee under the CIBC Act or the BHC Act or obtain the prior approval of any bank regulator or parties thereto; (iii) except Such Purchasers shall have received satisfactory evidence of receipt by the Issuer of $25,000,000 at the First Closing from the sale of Series A Preferred Stock and $10,000,000 or more from the sale of Series B Preferred Stock as contemplated in the case of CapGenSeries B Transaction Documents; (iv) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, cause such Purchaseralter, together with prevent or materially delay the Second Closing shall have been instituted by any other person whose Company securities would Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be aggregated with such Purchaser’s Company securities for purposes of any bank regulation or law, pending; and (v) Such Purchaser shall have received all documents reasonably requested by it relating to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent 10.0% or more existence of the voting securities of the Company outstanding at such time. (k) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a resultIssuer, the Purchaser will become subject corporate authority for the Issuer's entering into, and the validity of, this Agreement, the Shareholders Agreement and the Securities, all in form and substance reasonably satisfactory to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of the Purchaser’s representation, warranties and covenantsit.