Common use of Conditions to the Obligations of Each Party Clause in Contracts

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust to consummate the Recapitalization are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party hereto to consummate the Recapitalization Transactions are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) no material provision of any Applicable Law and no judgment, injunction, order or decree shall prohibit the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination consummation of the FRBNY Credit Facility) in fullTransactions or the other transactions contemplated hereby; (b) the AIG Stockholder Approval Registration Statement shall have been obtained declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in accordance with effect and no proceedings for such purpose shall be pending before or threatened by the rules SEC; (c) the shares of Newco Common Stock to be issued in the Mergers shall have been approved for listing on the New York Stock Exchange, Delaware Law and the certificate subject to official notice of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGissuance; (d) all the Governmental Approvals set forth on in Section 10.01(d13.01(d) of the AIG Hippo Disclosure Schedule shall have been, in the case of consents, registrations, approvals, permits, licenses, authorizations and waivers, obtained and in the case of notices, reports or other filings, made (collectively, or confirmation reasonably acceptable to the “Required Regulatory Approvals”) parties shall have been obtained or made in form and substance reasonably satisfactory to from the FRBNY, the UST and AIG and shall be in full force and effect; provided, applicable Governmental Authorities that if any Approval is such Governmental Approvals are not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG required to be so required obtained or made), other than those Governmental Approvals the failure of which to be made or obtained would not, individually or in order the aggregate, have an effect that would reasonably be expected to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof be adverse and material to the other parties heretobusiness and operations of Newco and its Subsidiaries, that such Approval be obtained before consummation of taken as a whole, after giving effect to the ClosingTransactions; (e) no provision of any applicable Law the Newco Financing shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided thatbe in place with funds available for borrowing thereunder, if the failure subject only to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then that the failure to obtain or make such Approval Effective Time shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedhave occurred; (f) there shall not be in effect have been instituted any orderaction or proceeding by any Governmental Authority that remains pending before any Governmental Authority (i) challenging or seeking to make illegal, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining to delay materially or otherwise prohibiting directly or indirectly to restrain or prohibit the consummation of the Transactions, seeking to obtain material damages in connection with the Transactions or otherwise directly or indirectly relating to the transactions contemplated by the Transaction DocumentsAgreements, (ii) seeking to restrain or prohibit Newco’s or its Subsidiaries’ (A) ability effectively to exercise full rights of ownership of the HippoRx Common Stock or the RhinoRx Common Stock, including the right to vote any shares of the HippoRx Common Stock or the RhinoRx Common Stock owned by Newco following the Effective Time, or (B) ownership or operation of all or any material portion of the business or assets of the HippoRx Group and the RhinoRx Group, taken as a whole, or (iii) seeking to compel Newco or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the HippoRx Group and the RhinoRx Group, taken as a whole; (g) each of the Transaction Agreements shall have been executed and delivered by each of the other parties thereto; (h) the Boards of Directors of each of Rhino and Hippo shall be satisfied that at the Effective Time, after giving effect to the transactions contemplated to be effected on or prior to the Effective Time, Newco will be Solvent, including having obtained any appraisals and solvency opinions deemed appropriate by such Boards of Directors; (i) the Board of Directors of Hippo Operating Sub shall be satisfied that after giving effect to the transfer by Hippo Operating Sub described in clause (i) of Section 2.05(d) (and taking into account the other transactions contemplated by the Transaction Agreements), Hippo Operating Sub will be Solvent; provided (ii) the Board of Directors of HippoRx shall be satisfied that the distribution by HippoRx to Hippo of the HippoRx Final Financing Amount will be made out of surplus within the meaning of Section 170 of Delaware Law and that, if after giving effect to such distribution (and taking into account the failure to obtain or make any Approval would not cause other transactions contemplated by the condition set forth in Section 10.01(dTransaction Agreements), HippoRx will be Solvent; and (iii) not to be satisfied, then the failure to obtain or make such Approval Board of Directors of Hippo shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that the HippoRx Distribution will be made out of surplus within the meaning of Section 170 of Delaware Law and that, after giving effect to such distribution (and taking into account the other transactions contemplated by the Transaction Agreements), Hippo will be Solvent (it being understood that the satisfaction of this condition may be subject to the obtaining of any such failure may result in any orderappraisals, injunction, judgment, decree, ruling, writ, assessment or arbitration award surplus and solvency opinions as the applicable board of the type specified in this Section 10.01(fdirectors deems appropriate); and (gi) each party the Board of Directors of RhinoRx shall have received executed counterparts be satisfied that the distribution by RhinoRx to each of Transaction Documents to be entered into at the Closing to which it is a party from each Rhino Parent Sub of the RhinoRx Final Financing Amount will be made out of surplus within the meaning of Section 170 of Delaware Law and that, after giving effect to such distribution (and taking into account the other parties thereto and such transactions contemplated by the Transaction Documents Agreements), RhinoRx will be Solvent; (ii) the Board of Directors of Rhino Parent Sub shall be in full force satisfied that the distribution by Rhino Parent Sub to Rhino of the outstanding stock of RhinoRx will be made out of surplus within the meaning of Section 170 of Delaware Law and effectthat, after giving effect to such distribution (and taking into account the other transactions contemplated by the Transaction Agreements), Rhino Parent Sub will be Solvent; and (iii) the Board of Directors of Rhino shall be satisfied that the RhinoRx Distribution will be made out of surplus within the meaning of Section 170 of Delaware Law and that, after giving effect to such distribution (and taking into account the other transactions contemplated by the Transaction Agreements), Rhino will be Solvent (it being understood that the satisfaction of this condition may be subject to the obtaining of any appraisals, surplus and solvency opinions as the applicable board of directors deems appropriate).

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Lawpermissible, waiver by each partywaiver) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Law; (b) no Applicable Law currently in effect or adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, make illegal or enjoin the consummation of Rule 14c-2 promulgated under the 1934 Act;Merger in a manner that would have or would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent; and (c) the financial condition shares of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable Parent Common Stock issuable to the FRBNYstockholders of the Company pursuant to the Merger shall have been approved for listing on the NASDAQ, the UST, the Trust and AIGsubject to official notice of issuance; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Registration Statement shall have been obtained or made in form declared effective and substance reasonably satisfactory to no stop order suspending the FRBNY, effectiveness of the UST and AIG and Registration Statement shall be in full force effect and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST no proceedings for such purpose shall be pending before or AIG to be so required to be made or obtained in order to consummate the transactions contemplated threatened by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC; (e) no provision the Company and the Parent shall have received the opinion of any applicable Law shall prohibit Xxxxxx and Xxxxx, LLP, counsel to the consummation Company, or other counsel reasonably acceptable to the Company, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the transactions contemplated hereby or Code, and that each of Parent, Merger Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the other Transaction DocumentsCompany, Merger Subsidiary and Parent containing customary representations with respect to such matters; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;and (f) there such authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Authority as set forth on Schedule 10.01(e) shall not be in effect have been obtained, made or occurred to the extent that any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain such authorizations, consents, orders, declarations or approvals of, or to make any Approval filings with, or to have terminations or expirations of waiting periods occur that would not cause have or would reasonably be likely to have, individually or in the condition set forth in Section 10.01(d) not to be satisfiedaggregate, then a Material Adverse Effect on the failure to obtain Company or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectParent.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Mergers and the other transactions contemplated hereby and by the ancillary agreements are subject to the satisfaction (or, on or prior to the extent permitted by applicable Law, waiver by each party) Closing Date of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan this Agreement shall be sufficient to repay at have been approved and adopted by (i) the Closing all outstanding Loans together affirmative vote of the stockholders of each of B and A in accordance with accrued the HBCA and unpaid interest thereon B's and A's Articles of Incorporation, respectively, and otherwise in accordance with the applicable regulations of any other amounts outstanding under the FRBNY Credit Facility (including any fees applicable stock exchange or other amounts that may become due upon termination regulatory body and (ii) in the case of the FRBNY Credit Facility) B Stockholders' Meeting, the affirmative vote of holders of at least a majority of "Qualified Shares", as such term is used in fullSECTION 414-264 of the HBCA; (b) the AIG Stockholder Approval waiting period (and any extension thereof), if any, applicable to the consummation of the Mergers under the HSR Act shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actterminated; (c) no Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order or Order which is then in effect and has the financial condition effect of AIG, prohibiting consummation of the primary insurance companies of Chartis, Inc. Mergers and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of no Governmental Authority shall have instituted any judicial or administrative proceeding which continues to be pending seeking any such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGresult; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Registration Statement shall have been obtained declared effective under the Securities Act and the indenture pursuant to which the Notes are to be issued shall have been qualified under the Trust Indenture Act, and no stop order suspending the effectiveness of the Registration Statement or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and such qualification shall be in full force effect and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST no proceedings for such purpose shall be pending before or AIG to be so required to be made or obtained in order to consummate the transactions contemplated threatened by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;SEC; 60 (e) no provision the shares of any applicable Law shall prohibit Company Common Stock issuable in the consummation of the transactions contemplated hereby or by the Mergers pursuant to Article II and such other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares to be satisfiedreserved for issuance in connection with the Mergers shall have been authorized for listing on the AMEX and PSE, then or such other national securities exchange as the failure Company, B and A shall determine, subject only to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedofficial notice of issuance; (f) there the Company, A, B, Newco A Sub and Newco B Sub shall have received all certifications and approvals from Governmental Authorities necessary to permit the Company and its subsidiaries to continue to conduct the business of B and A after the Effective Time except to the extent the failure to receive such certification and approval would not be in have a material adverse effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or on the combined business that would have otherwise prohibiting resulted from the consummation of the transactions contemplated Mergers; (g) all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, or notifications to, any Governmental Authority required by Law in connection with the Transaction Documents; provided thatexecution, if delivery and performance of this Agreement and the ancillary agreements, shall have been obtained, filed, expired or given, except for filings in connection with the Mergers and any other documents required to be filed after the Effective Time and except where the failure to obtain have obtained or make made any Approval such consent, authorization, order, approval, filing or registration would not cause have a material adverse effect on the condition combined business that would have otherwise resulted from the consummation of the Mergers; (h) all consents, approvals and waivers from non-Governmental Authority third parties shall have been obtained except to the extent the failure to receive such consents, approvals and waivers would not have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers; (i) each of the parties to the Stockholders Agreement and the Registration Rights Agreement shall have executed and delivered such agreements in the forms attached hereto as EXHIBIT A and EXHIBIT B, respectively; (j) the closing conditions for the benefit of B set forth in Section 10.01(dthe Stock Purchase Agreements referred to in SECTIONs 2.01(a)(ii) not and 2.01(a)(iii) hereof shall have been satisfied or waived by B with the consent of A and TW; (k) the closings under the Stock Purchase Agreements referred to be satisfied, then in SECTIONs 2.01(a)(ii) and 2.01(a)(iii) hereof shall have occurred; (l) each of the failure conditions to obtain or make such Approval shall not cause closing for the condition benefit of the Company set forth in this Section 10.01(fthe C Merger Agreement shall have been satisfied or waived by the Company with the consent of A and B; (m) not to be satisfied notwithstanding that any such failure may result the C Merger shall have been consummated in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of accordance with the type specified in this Section 10.01(f)C Merger Agreement; and (gn) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto amendments to the employment agreements of A's current Chief Executive Officer and A's current Chief Financial Officer dated as of the date hereof shall have become effective or all conditions precedent to such Transaction Documents effectiveness shall be in full force and effecthave been satisfied or waived.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (bi) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and (ii) the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days Parent Shareholder Approval shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders been obtained in accordance with clause Pennsylvania Law; (b) of Rule 14c-2 promulgated (i) any applicable waiting period (or extensions thereof) under the 1934 ActHSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated and (ii) any applicable waiting period (or extensions thereof) or approvals under each other applicable Competition Law relating to the transactions contemplated by this Agreement and set forth on Section 9.01(b) of the Company Disclosure Schedule shall have expired, been terminated or been obtained (solely with respect to the obligations of Parent and Merger Subsidiary, in each case without the imposition of any Burdensome Condition); (c) the financial condition FCC Order and all other filings consents and approvals of AIG(or filings or registrations with) any Governmental Authority required in connection with the execution, the primary insurance companies delivery and performance of Chartis, Inc. this Agreement and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d9.01(c) of the AIG Company Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, and any applicable waiting periods in respect thereof shall have expired or been terminated (solely with respect to the obligations of Parent and Merger Subsidiary, in each case without the imposition of any Burdensome Condition); (d) except for the matters that if are the subject of Section 9.01(b) or Section 9.01(c), there shall not be any Approval is not set forth on Section 10.01(d(i) Applicable Law of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Governmental Authority of competent jurisdiction in a jurisdiction in which any of the FRBNYCompany, Parent or their respective Subsidiaries has substantial operations or (ii) order or injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that, in each case, (A) prohibits the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;Merger or (B) solely with respect to the obligations of Parent and Merger Subsidiary, imposes any Burdensome Condition. (e) the Registration Statement shall have been declared effective and no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or by Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the other Transaction DocumentsSEC; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;and (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity the shares of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not Parent Class A Common Stock to be satisfied, then issued in the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Merger shall have received executed counterparts been approved for listing on the NASDAQ, subject to each official notice of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectissuance.

Conditions to the Obligations of Each Party. The obligations obligation of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each Party to consummate the Recapitalization are transactions to be performed by it in connection with the Closing is subject to the satisfaction (orsatisfaction, at or prior to the extent permitted by applicable LawClosing Date, waiver by each party) of the following conditions: (a) There shall not be any (i) applicable Law in effect that makes the borrowings under consummation of the AIA SPV Intercompany Loan transactions contemplated hereby illegal or any final and non-appealable order in effect preventing the consummation of the transactions contemplated by this Agreement and or any Related Agreement or (ii) a final, non-appealable order, award or judgment issued by any Governmental Authority of competent jurisdiction to restrain, prohibit, enjoin or declare illegal the ALICO SPV Intercompany Loan Agreement shall be sufficient transactions contemplated to repay occur at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullClosing; (b) All of the AIG Stockholder Approval required Governmental Approvals, if any, shall have been obtained in accordance with the rules of the New York Stock Exchangeobtained, Delaware Law and the certificate of incorporation and bylaws of AIG; provided thatmade or given, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effecteffect or shall have occurred and any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or terminated; and (c) The sum of (i) all Title Defect Amounts that exceed the Title Threshold Amount (after applying any applicable Title Benefit Amounts to offset such Title Defect Amounts), plus (ii) the sum of all Environmental Defect Amounts that exceed the Environmental Threshold Amount, in each case, as finally determined pursuant to Article 3 or Article 4, as applicable, plus (iii) the aggregate Allocated Value of all Casualty Losses as provided in Section 5.1, shall be less than twenty percent (20.0%) of the Transaction Value; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if either Party notifies the other Party of its intention to terminate this Agreement in accordance with this Section 13.1(c) for failure to obtain or make any Approval would not cause of the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition conditions set forth in this Section 10.01(e12.1(c), such other Party may, prior to giving effect to such termination, elect by written notice (an “Arbitration Notice”) not to be satisfied; (fsubmit all unresolved disputes with respect to any Title Defects, Title Benefits, Title Defect Amounts, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts to expert arbitration in accordance with Section 3.1(i) there shall not be and/or Section 4.5, as applicable; provided, further, that, in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation lieu of the transactions contemplated by the Transaction Documents; timing provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d3.1(i) not and/or Section 4.5, as applicable, the Parties shall select a Title Arbitrator or Environmental Arbitrator, as applicable, within five (5) Business Days of the delivery of the Arbitration Notice, each Party shall submit such Party’s position to be satisfiedthe Title Arbitrator or Environmental Arbitrator, then as applicable, within ten (10) Business Days of the delivery of an Arbitration Notice and each Party shall instruct the Title Arbitrator or Environmental Arbitrator, as applicable, to deliver a determination of (A) the Environmental Defect Amount(s) attributable to all disputed Environmental Defects, (B) the Title Defect Amount(s) attributable to all disputed Title Defects and/or (C) the Title Benefit Amount(s) attributable to all disputed Title Benefits, as applicable within twenty (20) days of the delivery of the Arbitration Notice. For the avoidance of doubt, (1) if a Party elects to initiate arbitration in accordance with this Section 12.1(c), neither Party may terminate this Agreement pursuant to Section 13.1(c) for failure to obtain or make such Approval shall not cause of the condition set forth conditions in this Section 10.01(f12.1(c) not to be satisfied notwithstanding that any until final resolution of such failure may result arbitration and (2) a Party’s initiation of arbitration in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in accordance with this Section 10.01(f12.1(c); and (g) each party , shall have received executed counterparts not prevent Buyer, prior to each of Transaction Documents giving effect to be entered into at the Closing Section 13.1(c), from electing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectwaive any asserted Title Defect or Environmental Defect, as applicable.

Conditions to the Obligations of Each Party. The obligations of AIGCyclone, the AIA SPV, the ALICO SPV, the FRBNY, the UST Hurricane and the Trust MergerSub to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement Cyclone Stockholder Approval and the ALICO SPV Intercompany Loan Agreement Hurricane Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together have been obtained, in each case in accordance with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullDelaware Law; (b) no Applicable Law shall prohibit or prevent the AIG Stockholder Approval shall have been obtained in accordance with the rules consummation of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActMerger; (c) any applicable waiting period (and any extensions thereof) under the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable HSR Act or under any similar foreign statutes or regulations applicable to the FRBNYMerger shall have expired, terminated or where applicable, approval has been obtained (except where the USTfailure of which to expire, terminate or be obtained would not reasonably be expected to, individually or in the Trust aggregate, materially and AIGadversely affect Cyclone and Hurricane, taken as a whole, or would not reasonably be expected to result in criminal liability); (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Registration Statement shall have been obtained declared effective by the SEC, no stop order suspending the effectiveness of the Registration Statement or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and any part thereof shall be in full force effect, and effect; providedno proceedings for such purpose shall be pending before or, that if any Approval is not set forth on Section 10.01(d) to the Knowledge of the AIG Disclosure ScheduleCyclone or Hurricane, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated threatened by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC; (e) no provision the shares of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not Hurricane Stock to be satisfiedissued in the Merger shall have been approved for listing on Nasdaq, then the failure subject to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedofficial notice of issuance; (f) other than the filing of the Certificate of Merger and the filings pursuant to the HSR Act (which are addressed in Section 9.01(c)), all consents, approvals and actions of, filings with or notices to any Governmental Authority required of Cyclone or Hurricane or any of their respective Subsidiaries to consummate the Merger or the other transactions contemplated hereby shall have been obtained, except those that would not reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the parties on the date of this Agreement from the combination of Hurricane and Cyclone via the Merger (such combined business to be taken as a whole), in such a manner that such party would not have entered into this Agreement in the face of such materially and adversely diminished benefits or (y) otherwise have a Regulatory Material Adverse Effect; (g) there shall not be in effect have been any orderApplicable Law enacted, injunctionenforced, judgmentpromulgated, decreeissued or deemed applicable to the Merger, rulingby any Governmental Authority, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting other than the consummation application of the transactions contemplated waiting period provisions of the HSR Act to the Merger, that would reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the Transaction Documents; provided thatparties on the date of this Agreement from the combination of Hurricane and Cyclone via the Merger (such combined business to be taken as a whole), if the failure to obtain or make any Approval in such a manner that such party would not cause have entered into this Agreement in the condition set forth in Section 10.01(dface of such materially and adversely diminished benefits or (y) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)otherwise have a Regulatory Material Adverse Effect; and (gh) each party Hurricane and, if applicable, Cyclone shall have received executed counterparts taken all actions that are necessary to each of Transaction Documents (i) approve and adopt the New Hurricane Charter and the New Hurricane Bylaws and to be entered into make such documents effective at the Closing to which it Effective Time and (ii) ensure that the Board of Directors of Hurricane is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectconsistent with Section 8.16.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization Merger are subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by each party) Merger Effective Time of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan Agreement Merger shall be sufficient to repay at have been adopted and approved by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination requisite vote of the FRBNY Credit Facility) stockholders of the Company in fullaccordance with the DGCL; (b) the AIG Stockholder Approval principal terms of the Merger and the issuance of shares of Yuma Delaware Common Stock, the Yuma Delaware Series A Preferred Stock and the Yuma Delaware Series D Preferred Stock in the Merger shall have been obtained adopted and approved by the requisite vote of the shareholders of Yuma in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActCCC; (c) none of the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, parties hereto shall be reasonably acceptable subject to any Law, order, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity of competent jurisdiction that prohibits the FRBNY, consummation of the UST, Merger or makes the Trust and AIGconsummation of the Merger illegal; (d) all Approvals set forth on Section 10.01(d) the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Registration Statement shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated issued by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to SEC and no proceeding for that purpose shall have been initiated by the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC and not concluded or withdrawn; (e) no provision of any applicable Law shall prohibit the consummation issuance of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares of Yuma Delaware Common Stock to be satisfiedissued as the Common Stock Merger Consideration, then as well as the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not Yuma Delaware Common Stock, to be satisfiedissued upon conversion of such Yuma Delaware Series D Preferred Stock, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) there the issuance of the shares of Yuma Delaware Series D Preferred Stock, shall not have been appropriately qualified for exemption under the Securities Act and applicable state securities Laws; (g) the shares of Yuma Delaware Common Stock to be in effect any orderissued as the Common Stock Merger Consideration, injunctionas well as the Yuma Delaware Common Stock to be issued upon conversion of the Yuma Delaware Series D Preferred Stock, judgmentshall have been approved for listing on the NYSE MKT, decree, ruling, writ, assessment or arbitration award by a effective upon notice of issuance; (h) no Governmental Entity of competent having jurisdiction restrainingover any party hereto shall have enacted, enjoining issued, promulgated, enforced or entered any Order, whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibiting the prohibit consummation of the Merger or the other transactions contemplated by this Agreement; (i) the Transaction Documents; provided Lock-Up Agreement in the form of Exhibit F shall be executed by each of the Lock-Up Persons and delivered to Yuma Delaware; (j) the Yuma Board shall have received an opinion from the Financial Advisor to the effect that, if as of the failure date of this Agreement and based upon and subject to obtain or make any Approval would not cause the condition qualifications and assumptions set forth in Section 10.01(d) not therein, the terms of the Merger are fair, from a financial point of view, to be satisfiedYuma and its shareholders, then the failure to obtain or make and such Approval opinion shall not cause have been rescinded or revoked; (k) the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)Reincorporation Merger shall have occurred; and (gl) each party Yuma shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to Credit Facility which it is a party from each complies with the requirements of the other parties thereto Section 6.24 hereof and such Transaction Documents Credit Facility shall be in full force and effecteffective immediately following the Merger Effective Time.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Gateway and the Trust Amalgamation Sub to consummate the Recapitalization Amalgamation are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each partyparty hereto) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no No provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall be in effect in any jurisdiction (other than India), which seeks to prohibit the consummation of the transactions contemplated hereby or by Amalgamation; provided, however, that the other Transaction Documents; provided thatparties shall use their reasonable best efforts to cause any such law, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedregulation, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any orderjudgment, injunction, order or decree to be rescinded, vacated, lifted or otherwise resolved in a manner favorable to the parties hereto. Notwithstanding the foregoing, this condition shall be deemed satisfied unless Gateway reasonably determines in good faith that any such law, regulation, judgment, decreeinjunction, rulingorder or decree would have an adverse impact that would be material to the Company and its Subsidiaries (taken as a whole) or Infocomm and its Subsidiaries (taken as a whole). (b) The Amalgamation and this Agreement shall have been approved and adopted by the requisite affirmative vote of the shareholders of the Company at a special general meeting convened to vote on the Amalgamation and this Agreement, writor any adjournment or postponement thereof, assessment or arbitration award by a Governmental Entity in accordance with Bermuda Law and the Company’s Memorandum of competent jurisdiction restrainingAssociation and Amended and Restated Bye-Laws. (c) The governmental consents, enjoining or otherwise prohibiting orders and approvals which are identified on Schedule 9.01(c) and are legally required for the consummation of the Amalgamation and the transactions contemplated by hereby shall have been obtained and be in effect at the Transaction Documents; provided thatEffective Time. (d) With respect to the Amalgamation, any applicable waiting period, or consent, approval or authorization required, under (i) the HSR Act or (ii) the laws, rules and regulations analogous to the HSR Act existing in non-U.S. jurisdictions, if any, where outside legal counsel for the failure to obtain or make any Approval would not cause the condition set forth parties reasonably determine in Section 10.01(d) not good faith that filings are required to be satisfiedmade, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectexpired, been terminated or obtained.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each Party to consummate the Recapitalization Merger are subject to the satisfaction (oras of the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) The Separation shall have been consummated in accordance with the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullDistribution Agreement; (b) Spinco shall have consummated the AIG Spinco Financing on terms entered into in accordance with Section 8.19 and Spinco shall have received the proceeds therefrom in an amount sufficient to pay the Special Payment and consummate the Transactions; (c) IP shall have received the IRS Rulings in form and substance reasonably satisfactory to IP and UWWH (taking into account any changes pursuant to Section 8.8(b) hereof) and such rulings shall continue to be valid and in full force and effect (and, for the avoidance of doubt, such rulings shall not have been invalidated, modified or otherwise affected by any change in any Law or fact on or after the date such rulings were issued by the IRS); provided, that for purposes of this ARTICLE IX, the IRS Rulings need not conclude that the Merger will qualify as a reorganization under Section 368 of the Code; (d) The UWWH Stockholder Approval and the Unisource Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware applicable Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (bSection 8.9(b) of Rule 14c-2 promulgated under the 1934 Acthereof; (ce) the financial condition of AIG, the primary insurance companies of Chartis, Inc. The Spinco Stockholder Approval and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization xpedx Intermediate Member Approval shall have been obtained in accordance with applicable Law and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGin accordance with Section 8.9(a) hereof; (df) all Approvals set forth on Section 10.01(d) All consents, approvals and authorizations of any Governmental Authority required for the consummation of the AIG Disclosure Schedule Transactions (collectivelyother than under the HSR Act, the “Required Regulatory Approvals”Competition Act of Canada, the Federal Law on Economic Competition of Mexico and the Austrian Cartel Act of 2005) shall have been obtained and shall be in full force and effect at the Effective Time; (g) The IP Board of Directors shall have received a customary “solvency” and “surplus” opinion of a nationally recognized investment banking or made appraisal firm in form and substance reasonably satisfactory to the FRBNYIP Board of Directors and the UWWH Board of Directors (such opinions to be dated as of the date the IP Board of Directors declares the Distribution and the Distribution Date, the UST date on which the Spinco Board of Directors declares the Special Payment, and AIG and shall be in full force and effect; provided, that if any Approval the date on which each such dividend or distribution is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingpaid); (ei) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated, (ii) any applicable waiting period under Section 123 of the Competition Act (Canada) relating to the Transactions shall have expired or been terminated, or the obligation to submit a notification relating to the Transactions under Part IX of the Competition Act (Canada) shall have been waived under paragraph 113(c) of such Act, (iii) no provision stop order shall have been issued under the Federal Law on Economic Competition of Mexico and (iv) any applicable waiting period under Chapter 3 of the Austrian Cartel Act of 2005 relating to the Transactions shall have expired; (i) The Registration Statement shall have been declared effective in accordance with the Securities Act and neither the Registration Statement nor the Prospectus shall be the subject of any applicable Law stop Order or Actions initiated or threatened by the SEC seeking a stop Order, and (ii) the shares of Spinco Common Stock to be issued in the Distribution and the Merger and such other shares to be reserved for issuance in connection with the Transactions shall prohibit have been approved for listing on the NYSE, subject to official notice of issuance; and (j) No Order issued by any Governmental Authority of competent jurisdiction or other legal impediment preventing or making illegal the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents Transactions shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGBergen, the AIA SPV, the ALICO SPV, the FRBNY, the UST Cardinal and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the Bergen Shareholders in the manner required by any Applicable Law, and (ii) the borrowings under issuance of the AIA SPV Intercompany Loan Agreement Cardinal Common Shares to be issued in the Merger (and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby) and the increase in the number of authorized Cardinal Common Shares shall be sufficient to repay at have been approved by the Closing all outstanding Loans together with accrued Cardinal Shareholders in the manner required by any Applicable Law and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination applicable rules of the FRBNY Credit Facility) in full;NYSE. (b) Any applicable waiting periods under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;terminated. (c) No provision of any applicable law or regulation, as supported by written opinion of outside legal counsel, and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and Merger or the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;transactions contemplated by this Agreement. (d) all Approvals set forth on Section 10.01(dThere shall not be pending any Action by any Governmental Authority (i) challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger or any of the other transactions contemplated by this Agreement, (collectivelyii) except to the extent consistent with the obligations of Bergen and Cardinal under Section 5.1(a), seeking to prohibit or limit the ownership or operation by Cardinal, Bergen or any of their respective subsidiaries of, or to compel Cardinal, Bergen or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Cardinal, Bergen or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Cardinal to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit Cardinal or any subsidiary of Cardinal from effectively controlling in any material respect the business or operations of Cardinal or the subsidiaries of Cardinal. (e) The Commission shall have declared the Cardinal Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Cardinal Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or any state securities administrator. (f) The Cardinal Common Shares to be issued in the Merger (including, without limitation, the “Required Regulatory Approvals”Cardinal Common Shares issuable upon the exercise of the Cardinal Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) Cardinal shall have received a letter, in form and substance reasonably satisfactory to Cardinal and Bergen, from Deloitte & Touche LLP dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Effective Time stating that they concur with the conclusion of Cardinal's management that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by Cardinal in order to consummate accordance with the transactions contemplated by pooling of interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAPB No.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPVCompany Operating Partnership, the ALICO SPVDelaware Company, Parent, the FRBNYParent Operating Partnership, the UST REIT Merger Sub and the Trust Partnership Merger Sub to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) in writing of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement The Company Shareholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;have been obtained. (b) The Registration Statement shall have been declared effective under the AIG Stockholder Approval Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order. (c) The Parent Common Shares issuable to the holders of Company Common Shares and holders of LP Units pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) All material approvals, authorizations and consents of any Governmental Authority required to consummate the Mergers shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be remain in full force and effect; provided, that and all waiting periods (including if any Approval is not set forth on Section 10.01(dapplicable under the HSR Act) of the AIG Disclosure Schedulerelating to such approvals, but is nevertheless reasonably determined by any of the FRBNY, the UST authorizations and consents shall have expired or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;been terminated. (e) no provision of No Governmental Authority in the United States shall have enacted, issued, promulgated, enforced or entered any applicable Law shall prohibit the injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and makes consummation of the transactions contemplated hereby Mergers illegal or by prohibits consummation of the Mergers; provided, however, that the party claiming such failure of condition shall have used commercially reasonable efforts to prevent the entry of any such injunction or order, including taking such action as is required to comply with Section 7.07, and to appeal as promptly as possible any injunction or other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to order that may be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;entered. (f) there The Interest Sale shall not be have been consummated in effect any orderaccordance with the Securities Purchase Agreement (as amended, injunctionsubject to compliance with Section 7.17(b)), judgmentprovided, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided thathowever, if the failure to obtain or make any Approval would not cause the Securities Purchase Agreement has been terminated, this closing condition set forth in Section 10.01(d) not to shall be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not deemed to be satisfied notwithstanding if the Company sells the Military Housing Subsidiaries to a substitute buyer reasonably satisfactory to Parent upon such terms and conditions (other than economic terms) substantially similar to those in the Securities Purchase Agreement (including specifically terms that any such failure may result provide for potential post-closing liability to the Company and the Company Operating Partnership that is no greater than that in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(fSecurities Purchase Agreement); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization Mergers and the transactions contemplated hereby are subject to the satisfaction (or, on or prior to the extent permitted by applicable Law, waiver by each party) Closing Date of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan FUR Merger, this Agreement and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby shall be sufficient to repay at the Closing all outstanding Loans together with accrued have been approved and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination adopted by no less than a majority vote of the FRBNY Credit Facility) in fullCompany Common Shares; (b) each of the AIG Stockholder Approval parties, to the extent applicable to such party, shall have been obtained in accordance with the rules executed and delivered all of the New York Stock Exchange, Delaware Law documents necessary or required to effect the Mergers and the certificate transactions contemplated hereby, including the Exhibits substantially in the forms attached hereto, which include (i) the Restated GGP Agreements; (ii) the Equityholders Agreement; (iii) the Second Supplemental Indenture; (iv) the Affiliate Letter; (v) the Certificates of incorporation Merger and bylaws (vi) the Escrow Arrangement (including depositing of AIGfunds related thereto as required pursuant to the terms hereof); provided thatand the Company, for the avoidance of doubtGotham, 20 calendar days GGP and Stephen J. Garchik shall have elapsed since performed all of their rxxxxxxxxx xxxxxxxxons pur- suant to that certain letter agreement, dated as of the date that AIG sent or gave hereof, by and among the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActCompany, Gotham, GGP and Stephen J. Garchik; (c) the financial condition no judgment, injunction, xxxxx xx xxxxxx of AIG, the primary insurance companies a court or Governmental Authority or authority of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, competent jurisdiction shall be reasonably acceptable in effect which has the effect of making the Mergers or the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the Mergers or the transactions contemplated hereby (subject to the FRBNYterms of this Agreement, the USTeach party agreeing to use its reasonable commercial efforts, the Trust and AIGincluding appeals to higher courts, to have any judgment, injunction, order or decree lifted); (di) any waiting period applicable to consummation of the Mergers under the applicable antitrust law shall have expired or terminated, (ii) all Approvals set forth on necessary and any material registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers relating to the Mergers and the transactions contemplated hereby (and, subject to Section 10.01(d) of 7.02 hereof, any securities to be issued in connection with this Agreement and the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”transactions contemplated hereby) shall have been obtained from Governmental Authorities (including any required filings, registrations or made in form notices required by any State's Blue Sky laws, all material Gotham Required Approvals, GGP Required Approvals and substance reasonably satisfactory to the FRBNYCompany Required Approvals listed on Sections 4.02, the UST 5.05 and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) 6.04 of the AIG Gotham Disclosure Schedule, but is nevertheless reasonably determined by any GGP Disclosure Schedule and Company Disclosure Schedule, respectively, and indicated therein as being a condition to the Closing shall have been filed, made or obtained, as the case may be), and (iii) the SEC shall have declared the Proxy Statement-Prospectus effective; no stop order suspending the effectiveness of the FRBNYProxy Statement-Prospectus or any part thereof shall have been issued and be in effect; and no proceeding for that purpose, and no similar proceeding with respect of the UST Proxy Statement, shall have been initiated or AIG to be so required to be made or obtained threatened in order to consummate the transactions contemplated writing by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;SEC and not concluded or withdrawn; and (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents Due Authorizations shall be in full force and effecthave been obtained.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Bergen and the Trust AmeriSource to consummate the Recapitalization are Mergers shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement shall have been approved and adopted by the borrowings under holders of shares of Bergen Common Stock entitled to vote thereon, and (ii) this Agreement shall have been approved and adopted by the AIA SPV Intercompany Loan Agreement holders of shares of AmeriSource Class A Common Stock entitled to vote thereon, in each case in the manner required by all Applicable Laws and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;applicable stock exchange rules. (b) Any applicable waiting periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the AIG Stockholder Approval Mergers notwithstanding expiration of such waiting periods) under the HSR Act relating to the Mergers and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;terminated. (c) No provision of any Applicable Law (other than Antitrust Laws), as supported by written opinion of outside legal counsel, and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies Mergers or the transactions contemplated by this Agreement (the parties having used their respective reasonable best efforts (consistent with the provisions of Chartis, Inc. and this Agreement) to cause such Applicable Law to be satisfied (if such Applicable Law is capable of being satisfied) so as to cause such Applicable Law not to prohibit the primary insurance companies of SunAmerica Financial Group, taking into account Mergers or the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;transactions contemplated hereby). (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) There shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall not be in full force and effect; provided, that if pending any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined Action by any of the FRBNY, the UST Governmental Authority (i) challenging or AIG seeking to be so required to be made restrain or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the Mergers or any of the other transactions contemplated hereby by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by Parent, AmeriSource, Bergen or any of their respective subsidiaries of, or to compel Parent, AmeriSource, Bergen or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Parent, AmeriSource, Bergen or any of their respective subsidiaries, as a result of the Mergers or any of the other transactions contemplated by this Agreement or (iii) seeking to prohibit Parent or any subsidiary of Parent from effectively controlling in any material respect the business or operations of AmeriSource, Bergen or their subsidiaries after the Effective Time. (e) The Commission shall have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the other Transaction Documents; provided that, if the failure to obtain Commission or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;state securities administrator. (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity The shares of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not Parent Common Stock to be satisfiedissued in the Mergers shall have been approved for listing on the NYSE, then the failure subject to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award official notice of the type specified in this Section 10.01(f); andissuance. (g) each party The Financial Accounting Standards Board shall have received executed counterparts to each promulgated a final Statement of Transaction Documents to be entered into at the Closing to Financial Accounting Standards which it is a party from each shall provide for accounting treatment of the Mergers and the other parties thereto transactions contemplated hereby in all material respects as in the Exposure Draft of the proposed Statement entitled Business Combinations and such Transaction Documents shall be in full force and effectIntangible Assets - Accounting for Goodwill, dated February 14, 2001.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger and file the Charter Amendment are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) Each of the borrowings under the AIA SPV Intercompany Loan Agreement Company Stockholder Approval and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Parent Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause obtained. (b) No court or other Governmental Authority of Rule 14c-2 promulgated under competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law that prohibits the 1934 Act;consummation of the Merger, the filing of the Charter Amendment, the reclassification of Parent Stock contemplated by the Charter Amendment or the Parent Common Stock Redemption. (c) (i) (A) OFT shall have either confirmed to Parent, Merger Subsidiary or the financial condition Company in writing (a copy of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) which shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof provided to the other parties hereto, that such Approval be obtained before consummation to this Agreement by the recipient of the Closing; (econfirmation) no provision of any applicable Law shall prohibit that it does not intend to refer the consummation Merger to the Competition Commission pursuant to Section 33(1) of the transactions contemplated hereby Enterprise Act, other than in the circumstances of Section 33(2)(b) of the Enterprise Act, or by the other Transaction Documents; provided thatOFT shall have accepted undertakings from Parent (in compliance with Section 8.01) in lieu of a reference pursuant to Section 73 of the Enterprise Act, and (B) if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d9.01(c)(i)(A) not to be satisfied, then the failure to obtain or make such Approval shall not cause is satisfied and the condition set forth in this Section 10.01(e9.01(c)(i)(B) has not to be satisfied; been waived by the Company, either (fx) there shall not be the period specified in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Rule 26 of the transactions contemplated by Competition Appeal Tribunal Rules 2003 for making any application under Section 120(1) of the Transaction Documents; provided thatEnterprise Act shall have expired without any such application having being made, if (y) in the failure event that such application has been made the Competition Appeal Tribunal shall have rejected such application pursuant to obtain Rule 10 of the Competition Appeal Tribunal Rules 2003 or make any Approval would not cause dismissed such application pursuant to Section 120(5) of the Enterprise Act, or the application shall have been withdrawn pursuant to Rule 12 of the Competition Appeal Tribunal Rules 2003, or (z) in the event that such application has been made and the OFT’s decision in relation to the Merger is quashed in whole or in part and remitted back to the OFT under Section 120(5) of the Enterprise Act, the OFT’s subsequent decision in relation to the Merger satisfies the condition set forth in Section 10.01(d9.01(c)(i)(A) not (without any need to be satisfied, then the failure to obtain or make such Approval shall not cause satisfy the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f9.01(c)(i)(B)); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.or

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party hereto to consummate the Recapitalization Transactions are subject to the satisfaction (or, to the extent permitted by applicable Applicable Law, waiver by each partywaiver) on or prior to the Closing Date of the following conditions: (a) no material provision of any Applicable Law and no judgment, injunction, order or decree shall prohibit the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination consummation of the FRBNY Credit Facility) in fullTransactions; (b) the AIG Stockholder Approval Registration Statements shall have been obtained in accordance with declared effective and no stop order suspending the rules effectiveness of the New York Stock Exchange, Delaware Law Registration Statements shall be in effect and no proceedings for such purpose shall be pending before or threatened by the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActSEC; (c) the financial condition shares of AIGNewco Common Stock to be issued in the Newspaper Mergers and the Scripps Class A Common Shares to be issued in the Broadcast Merger shall have been approved for listing on the NYSE, the primary insurance companies NASDAQ Stock Market or other nationally recognized stock exchange in the United States, subject to official notice of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGissuance; (d) all Approvals set forth on Section 10.01(d(i) of the AIG Disclosure Schedule FCC Consent and (collectively, ii) the “Required Regulatory Approvals”) HSR Clearance shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingobtained; (e) no provision of any applicable Law the Scripps Refinancing shall prohibit be in place with funds available for borrowing thereunder from and after the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedClosing Date; (f) there shall not be in effect have been instituted any order, injunction, judgment, decree, ruling, writ, assessment action or arbitration award proceeding by a any Governmental Entity of competent jurisdiction restraining, enjoining Authority that remains pending before any Governmental Authority (i) challenging or otherwise prohibiting seeking to make illegal or prohibit the consummation of the transactions contemplated by Transactions, (ii) seeking to compel Newco or any of its Subsidiaries to dispose of or hold separate all or any material portion of the Transaction Documentsbusiness or assets of the Scripps Newspaper Business and the Journal Newspaper Business, taken as a whole; or (iii) seeking to compel Scripps, Journal or any of their respective Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Scripps Broadcast Business or the Journal Broadcast Business, except as provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award 8.14 of the type specified in this Section 10.01(f); andJournal Disclosure Schedule; (g) each party of the Transaction Agreements shall have received been executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from and delivered by each of the other parties thereto hereto; (h) the Scripps Shareholder Approval and such Transaction Documents the Journal Shareholder Approval shall be in full force have been obtained; and (i) each of Television Networks ABC, NBC, CBS and effectFox that are required to Consent to any of the Transactions pursuant to the network affiliation agreements to which Journal is (or any of the Journal Stations are) a party shall have so consented.

Conditions to the Obligations of Each Party. The obligations of AIGthe ------------------------------------------- Company, the AIA SPVSeller, the ALICO SPV, the FRBNY, the UST Buyer and the Trust Buyer Principals to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any other amounts outstanding under the FRBNY Credit Facility (including Governmental Body or any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, third party necessary for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or required as a result of the transactions contemplated hereby and any documentation pertaining thereto or required in connection therewith shall have been filed, occurred or been obtained. (b) No provision of any applicable Legal Requirement and no Order shall prohibit the consummation of the Merger. (c) This Agreement shall have been approved and adopted by the other Transaction Documents; provided thataffirmative vote of the holders of a majority of the outstanding shares of the Company Common Shares entitled to vote thereon and a majority of the outstanding shares of Buyer's capital stock entitled to vote thereon and the Boards of Directors of Buyer and the Company. (d) No arbitrator or Governmental Body or official shall have issued any Order, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval and there shall not cause be any Legal Requirement, restraining or prohibiting the condition set forth consummation of the Merger or the effective operation of the business of the Company or the Buyer and its subsidiaries after the Effective Time, and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been instituted by any Person before any arbitrator, Governmental Body or official and be pending. (e) The Bostonia Group, Inc. shall have arranged and deposited with the Company equity financing of at least $1,500,000 on terms and conditions satisfactory to Buyer and the Company in this Section 10.01(e) not to be satisfied;their sole and absolute discretion. (f) there The officers and directors of Buyer shall not be in effect have resigned any orderand all of their positions as officers, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity directors and employees of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Buyer. (g) The closing of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Asset Agreement shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto occurred and such Transaction Documents Buyer shall have no assets and there shall be in full force and effectno Buyer Liabilities of any kind whatsoever.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPVParent, the ALICO SPV, the FRBNY, the UST Bidco and the Trust each Merger Sub to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Applicable Law, waiver by each partywaiver) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Company Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Parent Shareholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actobtained; (c) no injunction or other Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the financial condition consummation of AIGthe Mergers, and no Applicable Law shall have been enacted, entered or promulgated by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGMergers; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, Form F-4 and the “Required Regulatory Approvals”) Form F-6 shall have been obtained declared effective, no stop order suspending the effectiveness of the Form F-4 or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and Form F-6 shall be in full force effect and effect; provided, that if any Approval is not set forth on Section 10.01(d) of no proceedings for such purpose shall be pending before the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC; (e) no provision of any applicable Law shall prohibit if confirmed by the consummation of FCA that a Parent Prospectus is required to be published in connection with the transactions contemplated hereby hereby, including any supplement or amendment thereto, such Parent Prospectus shall have been approved by the other Transaction Documents; provided that, if FCA and made available to the failure to obtain or make any Approval would not cause public in accordance with the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedProspectus Regulation Rules; (f) there the Parent Circular, including any supplement or amendment thereto, shall have been approved by the FCA and made available to the shareholders of Parent in accordance with the Listing Rules and the Parent Organizational Documents; (i) the Parent ADSs (and the Parent Ordinary Shares represented thereby) to be issued in the Parent ADS Issuance shall have been approved for listing on Nasdaq, subject to official notice of issuance, (ii) the FCA shall have acknowledged to the Parent or its agent (and such acknowledgement shall not have been withdrawn) that the application for the admission of the Parent Ordinary Shares represented by the Parent ADSs and, if required by the FCA, the application for the readmission of the Parent Ordinary Shares outstanding immediately prior to the First Effective Time to the premium segment of the Official List shall have been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) shall become effective as soon as a dealing notice has been issued by the FCA and any such conditions upon which such approval is expressed to be subject having been satisfied, and (iii) the LSE shall have acknowledged to the Parent or its agent (and such acknowledgement not having been withdrawn) that such Parent Ordinary Shares referred to in effect clause (ii) shall be admitted to trading on the LSE’s main market for listed securities; and (h) any order, injunction, judgment, decree, ruling, writ, assessment applicable waiting period under the HSR Act shall have expired or arbitration award by a Governmental Entity been terminated and any applicable waiting period or other Consent under the Foreign Antitrust Laws of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation jurisdictions set forth on Section 9.01(h)(i) of the Company Disclosure Schedule relating to the transactions contemplated by this Agreement shall have expired, been terminated or been obtained, as applicable; provided, that Section 9.01(h)(i) of the Transaction Documents; provided that, if Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions from the failure to obtain or make any Approval would not cause the condition list set forth in on Section 10.01(d9.01(h)(ii) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within 15 days following the date of this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAgreement.

Conditions to the Obligations of Each Party. The obligations of AIGCaremark, the AIA SPV, the ALICO SPV, the FRBNY, the UST CVS and the Trust MergerSub to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement Caremark Stockholder Approval and the ALICO SPV Intercompany Loan Agreement CVS Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together have been obtained, in each case in accordance with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullDelaware Law; (b) no Applicable Law shall prohibit or prevent the AIG Stockholder Approval consummation of the Merger; (c) any applicable waiting period (and any extensions thereof) under the HSR Act relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been obtained declared effective by the SEC, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in accordance with effect, and no proceedings for such purpose shall be pending before or threatened by the rules SEC; (e) the shares of CVS Stock to be issued in the Merger shall have been approved for listing on the New York Stock Exchange, Delaware Law and the certificate subject to official notice of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedissuance; (f) other than the filing of the Certificate of Merger and the filings pursuant to the HSR Act (which are addressed in Section 9.01(c)), all consents, approvals and actions of, filings with or notices to any Governmental Entity required of Caremark or CVS or any of their respective Subsidiaries to consummate the Merger or the other transactions contemplated hereby shall have been obtained, except those that would not reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the parties on the date of this Agreement from the combination of CVS and Caremark via the Merger (such combined business to be taken as a whole), in such a manner that such party would not have entered into this Agreement in the face of such materially and adversely diminished benefits or (y) otherwise have a Regulatory Material Adverse Effect; (g) there shall not be in effect have been any orderApplicable Law enacted, injunctionenforced, judgmentpromulgated, decreeissued or deemed applicable to the Merger, rulingby any Governmental Authority, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting other than the consummation application of the transactions contemplated waiting period provisions of the HSR Act to the Merger, that would reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the Transaction Documents; provided thatparties on the date of this Agreement from the combination of CVS and Caremark via the Merger (such combined business to be taken as a whole), if the failure to obtain or make any Approval in such a manner that such party would not cause have entered into this Agreement in the condition set forth in Section 10.01(dface of such materially and adversely diminished benefits or (B) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)otherwise have a Regulatory Material Adverse Effect; and (gh) each party CVS and Caremark shall have received executed counterparts taken all actions that are necessary to each of Transaction Documents (i) approve and adopt the New CVS Charter and the New CVS Bylaws and to be entered into make such documents effective at the Closing to which it Effective Time and (ii) ensure that the Board of Directors of CVS is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectconsistent with Section 8.15.

Conditions to the Obligations of Each Party. The respective obligations of AIG, each party hereto to effect the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust to consummate the Recapitalization are Share Exchange shall be subject to the satisfaction (oror waiver, at or prior to the extent permitted by applicable LawEffective Time, waiver by each party) of the following conditions: (a) each of this Agreement, the borrowings under Share Exchange, the AIA SPV Intercompany Loan Agreement Stock Dividend and the ALICO SPV Intercompany Loan Agreement Charter Amendment shall be sufficient to repay at have been approved by the Closing all outstanding Loans together shareholder votes set forth in Section 3.7 above, in each case in accordance with accrued the Articles of Incorporation and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination Bylaws of the FRBNY Credit Facility) in fullCompany and the North Carolina Corporation Law; (b) the AIG Stockholder Approval increase in the capital of Parent or the authorization of the Board of Directors of Parent to issue Parent Shares, in each case in an amount sufficient to consummate the Share Exchange shall have been obtained approved by the requisite vote of the Parent shareholders in accordance with the rules Articles of the New York Stock Exchange, Delaware Law Association of Parent and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActBelgian law; (c) no statute, rule, regulation, temporary, preliminary or permanent order or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the financial condition of AIGShare Exchange, the primary insurance companies Charter Amendment or the Stock Dividend or performance under this Agreement, by any state, federal or foreign government or governmental authority or court or governmental agency of Chartiscompetent jurisdiction and remain in effect that prohibits the consummation of the Share Exchange, Inc. the Charter Amendment or the Stock Dividend; (d) the Registration Statement shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Registration Statement shall have been issued, and no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing; (e) each of the Company and Parent shall have obtained such governmental permits, authorizations, consents or approvals required to consummate the transactions contemplated hereby other than those which would not result in a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively; (f) the ADRs issuable to the Public Shareholders pursuant to this Agreement shall have been approved for listing or quotation on either the NYSE or NASDAQ, subject to official notice of issuance; (g) the Parent Shares issued pursuant to this Agreement shall have been approved for listing on Euronext Brussels, subject to official notice of issuance and the primary insurance companies CBF shall have approved the prospectus for the admission of SunAmerica Financial Group, taking into account the Recapitalization same on Euronext Brussels; (h) Parent and the ratings profile Board of Directors of the Company shall have received from Akin, Gump, Strauss, Hauex & Xeld, X.L.P., counsel to Parent, on the Closing Date, a written opinion reasonably satisfactory to Parent and the Special Committee to the effect that for federal income tax purposes (i) the Share Exchange should constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code and (ii) no gain or loss should be recognized by a shareholder of the Company that exchanges its Company Common Stock for ADRs and/or Parent Shares, except with respect to cash received in lieu of fractional ADRs or Parent Shares. In rendering such companiesopinion, counsel to Parent shall be entitled to rely upon information, representations and assumptions provided by Parent and the Company which shall be reasonably acceptable to counsel for the FRBNY, the UST, the Trust and AIGSpecial Committee; (di) all Approvals set forth on Parent and the Company shall have received from the Internal Revenue Service a private letter ruling addressing certain issues under Section 10.01(d367(a)(i) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.Code,

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each Party to consummate the Recapitalization Merger and the Subsequent Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan this Agreement shall be sufficient to repay at have been duly adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullCompany Member Approval; (b) there shall not be in force an injunction or order of any court of competent jurisdiction or Governmental Authority of competent jurisdiction enjoining, prohibiting or rendering illegal the AIG Stockholder Approval consummation of the Merger or the Subsequent Merger or the transactions contemplated hereby, in each case whether temporary, preliminary or permanent (a “Legal Restraint”); (c) (i) the filings, as applicable, under the Required Regulatory Filings/Approvals shall have been obtained made and any applicable approvals, consents, authorizations, clearances or waiting periods (or any extension thereof) thereunder shall have been received and remain in accordance effect (in the case of approvals, consents, authorizations or clearances) or expired or been terminated (in the case of waiting periods or any Waiting Period Extension) and (ii) with the rules respect to OCMI, either (A) FINRA shall have provided written approval of the New York Stock Exchangechange in ownership contemplated by this Agreement pursuant to NASD Rule 1017, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 or (B) (1) 30 calendar days shall have elapsed since after the date that AIG sent or gave making of the AIG Information Statement to its stockholders in accordance with clause NASD Rule 1017 filing and such application shall not have been rejected; (b) of Rule 14c-2 promulgated under the 1934 Act; (c2) the financial condition parties shall have notified FINRA that the Parties hereto intend to consummate the Closing pursuant to NASD Rule 1017 without written approval from FINRA; and (3) during such 30-day period, FINRA shall not have advised that the Parties are prohibited from consummating the Closing without FINRA’s prior approval of AIG, the primary insurance companies transactions contemplated hereby or that FINRA expects to disapprove of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGfiling; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) CFIUS Clearance shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; providedeffect and the ITAR Pre-Notification Requirement, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Scheduleapplicable, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingshall have been satisfied; (e) the Registration Statement shall have been declared effective by the SEC under the 1933 Act at least twenty (20) Business Days prior to the Closing Date, and no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or Registration Statement shall be in effect and no proceedings for that purpose shall have been initiated by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would SEC and not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedwithdrawn; (f) there the Parent Class A Shares to be issued in the Merger and the Subsequent Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) the OCGH Exchange shall have been completed in accordance with the terms of the Support Agreement; (h) (i) the forms of the Restructuring Agreement, Exchange Agreement and TRA Amendment shall have been agreed upon pursuant to Section 8.03, (ii) each of the Company, Parent and Merger Sub and their respective Affiliates, as applicable, shall have entered into the Transaction Agreements (other than the Support Agreement), and (iii) each of the Transaction Agreements (other than the Support Agreement) shall be valid, binding and in full force and effect and shall not have been repudiated by any party thereto (provided, that the right to assert this condition shall not be in effect available to any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, party if the failure to obtain or make any Approval would not cause the of such condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that was due to any wrongful action or omission by such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment party or arbitration award of the type specified in this Section 10.01(fits Affiliates); and (gi) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents Client Consent Percentage shall be in full force no less than eighty-two and effectone-half percent (82.5%).

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three to effect the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust to consummate the Recapitalization Closing are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditionsconditions as of immediately prior to the Closing: (a) each of the borrowings under the AIA SPV Intercompany Loan Agreement Company Stockholder Approval and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Parent Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Law; (b) of Rule 14c-2 promulgated any applicable waiting period (or extensions thereof) under the 1934 ActHSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated (solely with respect to the obligations of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, without the imposition of any Burdensome Condition); (ci) the financial condition of AIG, the primary insurance companies of Chartis, Inc. FCC Order and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (dii) all Approvals other filings, consents and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement and set forth on Section 10.01(d9.01(c) of the AIG Company Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, and any applicable waiting periods in respect thereof shall have expired or been terminated (solely with respect to the obligations of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, in each case of clauses (i) and (ii), without the imposition of any Burdensome Condition); (d) except for the matters that if are the subject of Section 9.01(b) or Section 9.01(c), (i) (x) there shall not have been enacted or promulgated after the date hereof any Approval is not set forth on Section 10.01(d) Applicable Law of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Governmental Authority of competent jurisdiction in a jurisdiction in which any of the FRBNYCompany, the UST Parent or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; their respective Subsidiaries has substantial operations and (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (fy) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a order of any Governmental Entity Authority of competent jurisdiction restrainingjurisdiction, enjoining in each case of clauses (x) and (y), that (A) imposes a Burdensome Condition or otherwise prohibiting (B) that prohibits the consummation of the transactions contemplated by Mergers and the Transaction Documents; provided that, if the failure to obtain or make any Approval violation of which would not cause the condition set forth result in Section 10.01(dcriminal liability and (ii) not to be satisfied, then the failure to obtain or make such Approval there shall not cause be in effect any injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that imposes a Burdensome Condition or prohibits the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award consummation of the type specified Mergers; (e) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in this Section 10.01(f)effect and no proceedings for such purpose shall be pending before the SEC; and (gf) each party the shares of New Charter Common Stock to be issued in the Mergers shall have received executed counterparts been approved for listing on the NASDAQ, subject to each official notice of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectissuance.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Mergers and the transactions contemplated by this Agreement are subject to the satisfaction or (or, to the extent permitted by applicable Law, ) waiver by each party) the Company and Parent at or prior to the Adviser Merger Effective Time of the following conditions: (a) Parent shall have obtained the borrowings under the AIA SPV Intercompany Loan Agreement Parent Stockholder Approval and the ALICO SPV Intercompany Loan Agreement Company shall be sufficient to repay at have obtained the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullCompany Stockholder Approval; (b) the AIG Stockholder Approval Parent Stock Issuance and the issuance of shares of Parent Common Stock upon the conversion of any instruments exchangeable therefor or convertible thereto shall have been obtained in accordance with the rules approved for listing on NASDAQ, subject to official notice of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actissuance; (c) the financial condition Form N-14 shall have become effective under the Securities Act and shall not be the subject of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGany stop order or Proceedings seeking a stop order; (d) all Approvals set forth on Section 10.01(d(i) any applicable waiting period (and any extension thereof) under Antitrust Law relating to the consummation of the AIG Disclosure Schedule Mergers shall have expired or early termination thereof shall have been granted and (collectively, ii) any authorization or consent from a Governmental Authority required to be obtained with respect to the “Required Regulatory Approvals”) Mergers under any Antitrust Law shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be remain in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity Authority of competent jurisdiction shall have issued or entered any Order that is then in effect and has the effect of restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by Mergers; (f) any authorization or consent from a Governmental Authority required to be obtained with respect to the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition Mergers as set forth in on Section 10.01(d6.1(f) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Company Disclosure Letter shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto been obtained and such Transaction Documents shall be remain in full force and effect; (g) the consummation of the transactions contemplated by the Mortgage Manager Purchase Agreement shall have occurred (or shall occur concurrently or substantially concurrently with the Closing) and the Company shall have received aggregate cash proceeds of $562,000,000 without giving effect to and prior to (i) any adjustments or payments contemplated by the Mortgage Manager Purchase Agreement or (ii) any debt repayments required or caused by the Merger, this Agreement or the Mortgage Manager Purchase Agreement or the transactions contemplated hereby or thereby; and (h) Consenting AUM shall be equal to or greater than seventy-five percent (75%) of Aggregate AUM.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Acquiror and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Lawlegally permissible, waiver by each partywaiver) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan this Agreement shall be sufficient to repay at have been adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination stockholders of the FRBNY Credit Facility) Company in fullaccordance with Delaware Law; (b) any applicable waiting period under the AIG Stockholder Approval HSR Act relating to the Merger shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actexpired; (c) the financial condition approval by the European Commission of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, transactions contemplated by this Agreement shall be reasonably acceptable have been obtained pursuant to the FRBNY, the UST, the Trust and AIGEC Merger Regulation; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the transactions contemplated hereby or by Merger; (e) the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval parties shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedhave received all required approvals and third party consents listed on Schedule 8.01(e); (f) there the matters constituting the Acquiror Stockholder Approval shall not have been approved by the stockholders of Acquiror in accordance with applicable law or regulation; (g) the Form S-4 shall have been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect any order, injunction, judgment, decree, ruling, writ, assessment and no proceedings for such purpose shall be pending before or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated threatened by the Transaction Documents; provided that, if SEC; (h) the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares of Acquiror Common Stock to be satisfiedissued in the Merger shall have been approved for listing on the NYSE, then the failure subject to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award official notice of the type specified in this Section 10.01(f)issuance; and (gi) each party Acquiror shall have received executed counterparts to each a letter from PricewaterhouseCoopers LLP dated as of Transaction Documents to be entered into at the Closing Date and addressed to Acquiror (a copy of which it is a party shall have been furnished to the Company), stating that based on the information furnished to PricewaterhouseCoopers LLP in the related certificate of Acquiror's management and based on the letter from each Ernst & Young LLP referenced in clause (ii) below, PricewaterhouseCoopers LLP concurs with Acquiror management's conclusion that, as of the other parties thereto Closing Date, no conditions exist that would preclude Acquiror's accounting for the Merger as a pooling of interests and such Transaction Documents letter shall be not have been withdrawn or modified in full force any material respect and effect(ii) the Company shall have received a letter from Ernst & Young LLP dated as of the Closing Date and addressed to the Company (a copy of which shall have been furnished to Acquiror), in which Ernst & Young LLP concurs with the Company management's conclusion that no conditions exist relating to the Company that would preclude the Acquiror from accounting for the Merger as a pooling of interests, and such letter shall not have been withdrawn or modified in any material respect.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction or (or, to the extent permitted by applicable Law, ) waiver by each party) the Company and Parent at or prior to the Merger Closing Date of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Requisite Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Approval waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been obtained in accordance with granted (the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act“Antitrust Approvals”); (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Gaming Approvals set forth on Section 10.01(d7.1(c)(I) and Section 7.1(c)(II) of the AIG Company Disclosure Schedule Letter (collectively, the “Required Regulatory Gaming Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not that, from and after October 31, 2013, those Gaming Approvals set forth on Section 10.01(d7.1(c)(II) of the AIG Company Disclosure Schedule, but is nevertheless reasonably determined by any Letter shall no longer be deemed Required Gaming Approvals and all references from and after such date to Required Gaming Approvals in this Agreement shall not include the Gaming Approvals set forth on Section 7.1(c)(II) of the FRBNYCompany Disclosure Letter; provided, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documentshowever, then such Person may requirethat, upon delivery of written notice thereof notwithstanding anything to the other parties heretocontrary herein, that Parent may in its sole discretion waive any such Required Gaming Approval be obtained before on behalf of both the Company and Parent if consummation of the Closing; (e) no provision Merger in the absence of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any such Required Gaming Approval would not cause constitute a violation of applicable Law; provided that (i) Parent has confirmed in an irrevocable written notice delivered to the condition Company that all of the conditions set forth in Section 10.01(d) not Sections 7.1 and 7.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Merger Closing, provided that such conditions are reasonably capable of being satisfied), then (ii) the failure to obtain or make Merger Closing shall occur immediately following any such Approval waiver and (iii) no such waiver shall not cause otherwise affect the condition set forth in this Section 10.01(e) not to be satisfied;obligations of Parent and Merger Sub hereunder; and (fd) there no Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Law or Order (collectively, “Restraints”) which is then in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity and has the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions Merger, unless such Restraint is vacated, terminated or withdrawn (provided, that, prior to asserting this condition, the party asserting this condition shall have used its reasonable best efforts (in the manner contemplated by Section 6.3) to prevent the Transaction Documents; provided that, if the failure entry of such Restraint and to obtain or make appeal as promptly as possible any Approval would not cause the condition set forth in Section 10.01(d) not to judgment that may be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(fentered); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effectLaw; provided, that if any Approval is not set forth on Section 10.01(d) in the event the Board of Directors of the AIG Disclosure ScheduleCompany makes a Company Adverse Recommendation Change in accordance with Section 6.03(b)(ii) in response to, but or as a result of, an event, development, occurrence, or change in circumstances or facts, occurring or arising after the date hereof, and whether or not such event, development, occurrence, or change in circumstances or facts is nevertheless reasonably determined excluded from the definition of Material Adverse Effect in clauses (A) through (F) and the last sentence thereof, which event, development, occurrence, or circumstances or facts did not exist or was not actually known, appreciated or understood by any the Board of Directors of the FRBNYCompany, in each case, as of the date hereof then, in addition to the Company Stockholder Approval, the UST or AIG to be so required to be made or obtained in order obligation of the Company to consummate the Merger and the other transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof this Agreement shall also be subject to the other parties hereto, that such Approval be obtained before consummation adoption of this Agreement and the Merger by the affirmative vote of holders of a majority of the Closing;outstanding shares of Common Stock (excluding any shares beneficially held or held of record by Parent and its Affiliates, the Pohlad Group (as defined in the Shareholder Agreement) and the directors and officers of the Company). (eb) no provision of any applicable Applicable Law shall prohibit the consummation of the transactions contemplated hereby Merger; (c) any applicable waiting period under the HSR Act relating to the Merger and any agreement between Parent, the Company and any Governmental Authority not to consummate the Merger prior to a specific date shall have expired or been terminated; (d) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the other Transaction Documents; provided that, if SEC; (e) the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares of Parent Stock to be satisfiedissued in the Merger shall have been approved for listing on the New York Stock Exchange, then the failure subject to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;official notice of issuance; and (f) there shall not be other than the actions and filings referenced in effect Section 9.01(c), all material actions by or in respect of, or material filings with, any orderGovernmental Authority, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting required to permit the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Merger shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectbeen taken, made or obtained.

Conditions to the Obligations of Each Party. The obligations of AIGLockheed Xxxxxx, the AIA SPV, the ALICO SPV, the FRBNY, the UST Newco and the Trust Purchasers to consummate the Recapitalization Closing are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each partyor waiver) of the following conditions: (a) the borrowings Any applicable waiting period under the AIA SPV Intercompany Loan Agreement and HSR Act relating to the ALICO SPV Intercompany Loan Agreement Contemplated Transactions shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees have expired or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullbeen terminated; (b) No provision of any Applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the AIG Stockholder Approval Closing, and no action or proceeding shall be pending before any court, arbitrator or governmental body, agency or official with respect to which counsel reasonably satisfactory to Lockheed Xxxxxx, Newco and the Purchasers shall have been obtained in accordance with rendered a written opinion that there is a substantial likelihood of a determination that would prohibit the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActClosing; (c) All actions by or in respect of or filings with any Governmental Authority required to permit the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Closing shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGhave been obtained; (d) all Approvals set forth on Section 10.01(d) of Lockheed Xxxxxx, Newco and the AIG Disclosure Schedule (collectivelyPurchasers shall have executed and delivered the Common Stock Subscription Agreements and the Stockholders Agreement in substantially the forms attached as Attachments IV and V, and shall have executed and delivered the Exchange Agreement in substantially the form attached to the Transfer Agreement attached as Attachment III, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNYInterim Services Agreement, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNYLicense Agreements, the UST or AIG Supply Agreement and the leases, subleases and assignment agreements referred to be so required in Section 2.01(viii) and the agreement referred to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingSection 2.01(ix); (e) no provision of any applicable Law Lockheed Xxxxxx and Newco shall prohibit have executed and delivered the consummation of the transactions noncompetition agreement contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied9.09; (f) there Lockheed Xxxxxx or the applicable Affiliated Transferor, as the case may be, shall not be in effect any orderhave obtained the consents, injunction, judgment, decree, ruling, writ, assessment approvals or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions permits contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)Attachment X; and (g) each party There shall have received executed counterparts to each be (i) no conditions requested of Transaction Documents to be entered into at Lockheed Xxxxxx by the Closing to which it is a party from each PBGC or of Newco by Lockheed Xxxxxx, in connection with the transfer of all of the other parties thereto assets and liabilities of the Spinoff Plans or the Assumed Plans, that are in either party's reasonable good faith judgment unacceptable to either Lockheed Xxxxxx (as to conditions requested of Lockheed Xxxxxx by the PBGC) or Newco (as to conditions requested of Newco by Lockheed Xxxxxx); or (ii) no commencement of proceedings by the PBGC to terminate any Lockheed Xxxxxx Pension Plan (or a reasonable good faith determination of Newco or Lockheed Xxxxxx that the commencement of such Transaction Documents shall be in full force and effectproceedings is reasonably likely).

Conditions to the Obligations of Each Party. The obligations obligation of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party hereto to consummate the Recapitalization are Merger is subject to the satisfaction (or, to the extent permitted by applicable Applicable Law, waiver by each party) of, at or prior to Closing, of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with at the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Stockholder Meeting; (b) no Governmental Authority of Rule 14c-2 promulgated under the 1934 Act; (c) United States or of the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals Localities set forth on Section 10.01(dPart 7.01(f) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Company Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity each case of competent jurisdiction over any party hereto, shall have issued any Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by Merger and no Applicable Law of the Transaction Documents; provided that, if United States or of the failure to obtain or make any Approval would not cause the condition Localities set forth in Section 10.01(don Part 7.01(f) not of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and any extension thereof) applicable to be satisfied, then the failure to obtain Merger under the HSR Act shall have expired or make such been terminated; (d) the CFIUS Approval shall not cause have been obtained; (e) DCSA shall have approved the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment permanent or arbitration award interim FOCI mitigation agreement or measures for NISPOM-covered activities of the type specified in this Section 10.01(fCompany and/or its Subsidiaries that DCSA determines are necessary, or shall have accepted a commitment from all relevant parties to implement such FOCI mitigation following the Closing (such approval or acceptance, “DCSA Agreement”); and (gf) each party consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have received executed counterparts been obtained, shall not be subject to each of Transaction Documents agency reconsideration or judicial review, and the time for any Person to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents petition for agency reconsideration or judicial review shall be in full force and effecthave expired.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subs to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause DGCL; (b) there shall not be in force an injunction or order of Rule 14c-2 promulgated under any court of competent jurisdiction or Governmental Authority of competent jurisdiction (with respect to Antitrust Laws or Insurance Laws, solely with respect to the 1934 ActRequired Antitrust Regulatory Filings/Approvals and the Required Insurance Regulatory Filings/Approvals) enjoining, prohibiting or rendering illegal the consummation of the Mergers or the other transactions contemplated hereby, in each case whether temporary, preliminary or permanent (a “Legal Restraint”); (c) the financial condition filings, as applicable, under the Required Antitrust Regulatory Filings/Approvals shall have been made and any applicable approvals, consents, authorizations, clearances or waiting periods thereunder shall have been received and remain in effect (in the case of AIGapprovals, consents, authorizations or clearances) or expired or been terminated (in the primary insurance companies case of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGwaiting periods); (d) all the filings, as applicable, under the Required Insurance Regulatory Filings/Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained made and any applicable approvals, consents, authorizations, clearances or made waiting periods thereunder shall have been received and remain in form and substance reasonably satisfactory to effect (in the FRBNYcase of approvals, consents, authorizations or clearances) or expired or been terminated (in the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) case of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingwaiting periods); (e) the Registration Statement shall have been declared effective by the SEC under the 1933 Act and no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or by Registration Statement shall be in effect and no proceedings for that purpose shall be pending before the other Transaction DocumentsSEC; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;and (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity the shares of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not Parent Common Stock to be satisfied, then issued in the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Mergers shall have received executed counterparts been approved for listing on the NYSE, subject to each official notice of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectissuance.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Sub to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Lawlegally permissible, waiver by each partywaiver) at or prior to the Closing of the following conditions: (a) The Company shall have obtained Company Stockholder Approval in accordance with the borrowings under the AIA SPV Intercompany Loan Agreement DGCL and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination governing documents of the FRBNY Credit Facility) in fullCompany; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit or enjoin the consummation of the transactions contemplated hereby Merger; (c) all required approvals, applications or notices with Governmental Authorities shall have been obtained, including, without limitation, FINRA (the “Approvals”), except those Approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or the Company; (d) the Form S-4 shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the other Transaction Documents; provided thatSEC; (e) Parent shall have entered into written employment agreements with Xxxx Xxxxxxxxxx “(Xxxxxxxxxx”), if Xxxxxxx Xxxxxxx (“Xxxxxxx”) and Xxxx Xxxxx (“Xxxxx”), substantially in the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedforms attached as Exhibits A, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedB and C, respectively, annexed hereto; (f) there Parent shall not be have entered into a written voting agreement with Xxxxxxx, substantially in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting form attached as Exhibit F annexed hereto (the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f“Voting Agreement”); and; (g) each party as of the Closing Date, to be effective as of the Effective Time, the Board of Directors of Parent shall consist of those persons as provided for in Section 7.2 hereto; (h) the Clearing Arrangements Approvals shall have received executed counterparts been obtained to each the mutual reasonable satisfaction of Transaction Documents to be entered into at Parent and the Closing to which it is a party from each of the other parties thereto and such Transaction Documents Company; (i) there shall be in full force and effecteffect a voting agreement among Xxxxxxxxxx, Xxxxxxx and Xxxxx, substantially in the form attached as Exhibit G, to vote in favor of the nominees set forth in Section 7.2 hereof and each other for the position of director of the Parent; (j) the Company shall have entered into a written employment termination agreement with Xxxxxxx, substantially in form attached as Exhibit H annexed hereto; and (k) Parent shall have completed a private placement of equity and/or equity-related securities of Parent resulting in gross proceeds (prior to commissions, if any, fees and expenses) of at least $3 million.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Company Shareholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Oregon Law; (b) no temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule competent jurisdiction (collectively, the “Required Regulatory ApprovalsRestraints”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by Merger; (c) all approvals and the Transaction Documents; provided that, if expirations or terminations of waiting periods (including any extensions thereof) necessary under the failure to obtain or make any Approval would not cause HSR Act and the condition set forth specified Antitrust Laws of the jurisdictions listed in Section 10.01(d9.01(c) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)Company Disclosure Letter shall have been obtained or shall have occurred, as applicable; and (gd) each party the CFIUS Clearance shall have been obtained. For the purposes of this Agreement, “CFIUS Clearance” means Parent and the Company shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party (a) written notice from each CFIUS that review under Section 721 of the other parties thereto U.S. Defense Production Act of 1950, as amended, of the transaction contemplated by this Agreement has concluded; and CFIUS shall have determined that there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement, and advised that action under said Section 721, and any investigation related thereto, has concluded with respect to such Transaction Documents transaction; (b) CFIUS has concluded that the transaction is not a covered transaction and not subject to review under Applicable Law; or (c) CFIUS shall be in full force have sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by Parent and effectCompany and either (1) the period under the Defense Production Act of 1950, as amended, during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby shall have expired without any such action being threatened, announced or taken or (2) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.

Conditions to the Obligations of Each Party. The obligations respective obligation of AIG, each party to effect the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust to consummate the Recapitalization are Merger is subject to the satisfaction (or, at or prior to the extent permitted by applicable Law, waiver by Closing Date of each party) of the following conditions: (a) MMI will have obtained the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullMMI Stockholder Approval; (b) the AIG Stockholder Approval shall Registration Statement will have been obtained declared effective in accordance with the rules provisions of the Securities Act, and no stop order suspending such effectiveness will have been issued and remain in effect, and Sxxx will have received all state securities law authorizations necessary to issue the Sxxx ADSs pursuant to the Merger; (c) the Sxxx ADSs to be issued to the stockholders of MMI pursuant to the Merger will have been approved for listing on the New York Stock Exchange, Delaware Law and the certificate subject only to official notice of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGissuance; (d) all Approvals applicable waiting periods under the HSR Act and the Non-US Competition Laws set forth on in the MMI Disclosure Letter and Sxxx Disclosure Letter will have terminated or expired and, if a filing with CFIUS is made in accordance with Section 10.01(d) of the AIG Disclosure Schedule (collectively6.2(b), the “Required Regulatory Approvals”) shall period of time for any applicable review process under the Exon-Fxxxxx Provisions will have been obtained or made in form and substance reasonably satisfactory expired, without any action being taken to prevent the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingMerger; (e) no provision all other consents, authorizations, orders and approvals of or filings with any applicable Law shall prohibit governmental commission, board or other regulatory authority required in connection with the consummation of the transactions contemplated hereby by this Agreement will have been obtained or by the other Transaction Documents; provided thatmade, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then except where the failure to obtain or make such Approval shall not cause consent, authorization, order, approval or filing would not, from and after the condition set forth in this Section 10.01(e) not to be satisfied;Closing Date, have a MMI Material Adverse Effect or a Sxxx Material Adverse Effect; and (f) there shall not none of the parties will be in effect subject to any order, injunction, judgment, decree, ruling, writ, assessment order or arbitration award by injunction of a Governmental Entity court of competent jurisdiction restraining, enjoining which prohibits or otherwise prohibiting makes illegal the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAgreement.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Buyer and the Trust Company to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan transactions contemplated by this Agreement shall be sufficient to repay at have been adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination shareholders of the FRBNY Credit Facility) Company in fullaccordance with Pennsylvania Law; (b) any applicable waiting period under the AIG Stockholder Approval HSR Act and any applicable pre-merger notification or similar statutes and rules shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actexpired; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall prohibit the consummation of the Merger; (d) no Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding. (e) the Form S-4 shall have been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedSEC; (f) there the shares of Buyer Common Stock issuable in the Merger or upon the exercise of the Adjusted Options shall not be have been approved for listing on The Nasdaq Stock Market's National Market, subject to official notice of issuance; (g) all actions by or in effect respect of or filings with any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Authority required to permit the consummation of the transactions contemplated by the Transaction Documents; provided thatMerger shall have been made or obtained other than any such actions or filings, if the failure of which to make or obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause be reasonably likely to have a Material Adverse Effect on Buyer or the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); andCompany; (gh) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto party such other closing documents, certificates and legal opinions reasonably requested by such Transaction Documents party to evidence the other party's compliance with the conditions to the Merger under this Agreement; and (i) The Buyer's independent public accountants shall be in full force have delivered to Buyer and effectthe Company a letter dated the Merger Date, stating to Buyer's and Company's reasonable satisfaction that they concur with Buyer management that the business combination contemplated by this Agreement qualifies for treatment for financial purposes on a pooling of interests basis.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust to consummate the Recapitalization are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest 88 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); andand 89 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGUniti, the AIA SPVWindstream, the ALICO SPV, the FRBNY, the UST HoldCo and the Trust Merger Sub to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Lawlegally permissible, waiver by each party) in writing of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Uniti Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause MGCL; (b) of Rule 14c-2 promulgated (i) any applicable waiting period (or extensions thereof) under the 1934 ActHSR Act relating to the Transactions shall have expired or been terminated without the imposition of a Burdensome Condition; (c) all other consents, clearances and approvals of any Governmental Authority required in connection with the financial condition execution, delivery and performance of AIG, the primary insurance companies of Chartis, Inc. Transaction Agreements and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization Transactions contemplated thereunder and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d‎Section 10.01(c) of the AIG Uniti Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if and any Approval is not set forth on Section 10.01(dapplicable waiting periods in respect thereof shall have expired or been terminated, in each case without the imposition of a Burdensome Condition; (d) the Form S-4 shall have been declared effective by the SEC under the 1933 Act. No stop order suspending the effectiveness of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated Form S-4 shall have been issued by the Transaction Documents, then SEC and no Proceedings for such Person may require, upon delivery of written notice thereof to purpose shall have been initiated or threatened by the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC; (e) no provision the Pre-Closing Uniti Restructuring, the Windstream F Reorg and the Internal Reorg Merger shall have been consummated in accordance with Exhibit A and Exhibit E (for the avoidance of any applicable Law shall prohibit the consummation doubt, none of the transactions contemplated hereby obligations of Uniti, Windstream, HoldCo or by Merger Sub to consummate the other Transaction Documents; provided that, if Merger are subject to the failure to obtain or make any Approval would not cause completion of the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedRights Offering); (f) there no laws shall not be in effect any have been adopted or promulgated, and no temporary restraining order, injunctionpreliminary or permanent injunction or other order, judgment, decree, ruling, writ, assessment decision opinion or arbitration award decree issued by a Governmental Entity any court of competent jurisdiction restrainingor other Governmental Authority prohibiting, rendering illegal or permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by Transactions shall have taken effect after the Transaction Documents; provided thatdate hereof and shall still be in effect, if in each case without the failure to obtain or make any Approval would not cause imposition of a Burdensome Condition; (g) the condition set forth in Section 10.01(d) not New Uniti Common Stock to be satisfied, then issued in the failure to obtain or make Merger and such Approval shall not cause the condition set forth in this Section 10.01(f) not other shares to be satisfied notwithstanding that any such failure may result reserved for issuance in any orderconnection with the Merger shall have been approved for listing on Nasdaq, injunction, judgment, decree, ruling, writ, assessment or arbitration award subject to official notice of the type specified in this Section 10.01(f)issuance; and (gh) each party the issuance of the New Uniti Preferred Stock and New Uniti Warrants in the Internal Reorg Merger shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectoccurred.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction or (or, to the extent permitted by applicable Law, ) waiver by each party) the Company and Parent at or prior to the Merger Closing Date of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Requisite Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) (i) the AIG Stockholder Approval waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been obtained in accordance with granted (the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act“Antitrust Approval”); (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Gaming Approvals set forth on Section 10.01(d7.1(c) of the AIG Company Disclosure Schedule Letter (collectively, the “Required Regulatory Gaming Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedulehowever, but is nevertheless reasonably determined by any of the FRBNYthat, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof notwithstanding anything to the other parties heretocontrary herein, that Parent may in its sole discretion waive any such Required Gaming Approval be obtained before on behalf of both the Company and Parent if consummation of the Closing; (e) no provision Merger in the absence of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any such Required Gaming Approval would not cause constitute a violation of applicable Law; provided that (i) Parent has confirmed in an irrevocable written notice delivered to the condition Company that all of the conditions set forth in Section 10.01(d) not Sections 7.1 and 7.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Merger Closing, provided that such conditions are reasonably capable of being satisfied), then (ii) the failure to obtain or make Merger Closing shall occur immediately following any such Approval waiver and (iii) no such waiver shall not cause otherwise affect the condition set forth in this Section 10.01(e) not to be satisfied;obligations of Parent and Merger Sub hereunder; and (fd) there no Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Law or Order (collectively, “Restraints”) which is then in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity and has the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions Merger, unless such Restraint is vacated, terminated or withdrawn (provided, that, prior to asserting this condition, the party asserting this condition shall have used its reasonable best efforts (in the manner contemplated by Section 6.3) to prevent the Transaction Documents; provided that, if the failure entry of such Restraint and to obtain or make appeal as promptly as possible any Approval would not cause the condition set forth in Section 10.01(d) not to judgment that may be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(fentered); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGCulligan, the AIA SPV, the ALICO SPV, the FRBNY, the UST USF and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) the borrowings under the AIA SPV Intercompany Loan This Agreement and the ALICO SPV Intercompany Loan Agreement Merger shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together with accrued Culligan Stockholders in the manner required by any Applicable Law, and unpaid interest thereon and any other amounts outstanding under (ii) the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination issuance of the FRBNY Credit Facility) Shares of USF Common Stock to be issued in full;the Merger shall have been approved by the USF Stockholders in the manner required by any Applicable Law and the applicable rules of the NYSE. (b) Any applicable waiting periods under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated, and any requirements of foreign jurisdictions applicable to the consummation of the Merger shall have been obtained satisfied unless the failure of such requirements of foreign jurisdictions to be satisfied does not constitute a Material Adverse Effect in accordance with the rules respect of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent either Culligan or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;USF. (c) No judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;Merger. (d) all Approvals set forth on Section 10.01(d) There shall not be pending any Action by any federal Governmental Authority challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger. (collectivelye) The Commission shall have declared the USF Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the USF Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission. (f) The Shares of USF Common Stock to be issued in the Merger (including, without limitation, the “Required Regulatory Approvals”shares of USF Common Stock issuable upon the exercise of the USF Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) USF shall have received a letter, in form and substance reasonably satisfactory to USF and Culligan, from KPMG Peat Marwick LLP dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Effective Time stating that they concur with the conclusion of USF's management that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by USF in order to consummate accordance with the transactions contemplated by pooling of interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAPB No. 16.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (ai) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and (ii) the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days Parent Shareholder Approval shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders been obtained in accordance with clause Pennsylvania Law; (b) of Rule 14c-2 promulgated (i) any applicable waiting period (or extensions thereof) under the 1934 ActHSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated and (ii) any applicable waiting period (or extensions thereof) or approvals under each other applicable Competition Law relating to the transactions contemplated by this Agreement and set forth on Section 9.01(b) of the Company Disclosure Schedule shall have expired, been terminated or been obtained (solely with respect to the obligations of Parent and Merger Subsidiary, in each case without the imposition of any Burdensome Condition); (c) the financial condition FCC Order and all other filings consents and approvals of AIG(or filings or registrations with) any Governmental Authority required in connection with the execution, the primary insurance companies delivery and performance of Chartis, Inc. this Agreement and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d9.01(c) of the AIG Company Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, and any applicable waiting periods in respect thereof shall have expired or been terminated (solely with respect to the obligations of Parent and Merger Subsidiary, in each case without the imposition of any Burdensome Condition); (d) except for the matters that if are the subject of Section 9.01(b) or Section 9.01(c), there shall not be any Approval is not set forth on Section 10.01(d(i) Applicable Law of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Governmental Authority of competent jurisdiction in a jurisdiction in which any of the FRBNYCompany, Parent or their respective Subsidiaries has substantial operations or (ii) order or injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that, in each case, (A) prohibits the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;Merger or (B) solely with respect to the obligations of Parent and Merger Subsidiary, imposes any Burdensome Condition. (e) the Registration Statement shall have been declared effective and no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or by Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the other Transaction DocumentsSEC; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;and (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity the shares of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not Parent Class A Common Stock to be satisfied, then issued in the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Merger shall have received executed counterparts been approved for listing on the NASDAQ, subject to each official notice of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectissuance.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction or (or, to the extent permitted by applicable Law, ) waiver by each party) the Company and Parent at or prior to the Closing of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Requisite Parent Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Requisite Company Shareholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actobtained; (c) the financial condition shares of AIGParent Common Stock to be issued in the Merger shall have been approved for listing on NASDAQ, the primary insurance companies subject to official notice of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGissuance; (d) all Approvals set forth on (i) any applicable waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act and the Foreign Antitrust Laws listed in Section 10.01(d7.1(d)(i) of the AIG Company Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Letter shall have expired or early termination thereof shall have been obtained granted and (ii) any applicable clearance, approval or made consent under the Foreign Antitrust Laws listed in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d7.1(d)(ii) of the AIG Company Disclosure Schedule, but is nevertheless reasonably determined by any of Letter shall have been granted unless the FRBNY, relevant Governmental Authority has acknowledged that it does not have jurisdiction to review the UST or AIG to be so required to be made or obtained in order to consummate Merger (the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing“Antitrust Approvals”); (e) no provision of any applicable Law at least fifty (50) days shall prohibit have elapsed after the consummation filing of the transactions contemplated hereby or Merger Proposals with the Companies Registrar and at least thirty (30) days shall have elapsed after the approval of the Merger by the other Transaction Documents; provided that, if shareholders of the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedCompany and Merger Sub; (f) there no Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Law or Order, nor shall have issued any instruction or directive (collectively, “Restraints”) which is then in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity and has the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions Merger, unless such Restraint is vacated, terminated or withdrawn (provided, that, prior to asserting this condition, the party asserting this condition shall have used its reasonable best efforts (in the manner contemplated by Section 6.8) to prevent the Transaction Documents; provided that, if the failure entry of such Restraint and to obtain avoid or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make eliminate such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(fRestraint as promptly as possible); and (g) each party the ISA Exemption Letter shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectbeen obtained.

Conditions to the Obligations of Each Party. The respective obligations of AIGTaj Holding, the AIA SPV, the ALICO SPV, the FRBNY, the UST THCR and the Trust Merger Sub to consummate the Recapitalization transactions contemplated by this Merger Agreement are subject to the satisfaction (orfulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part, to the extent permitted by applicable Law, waiver by each party) of the following conditionslaw: (ai) the borrowings under the AIA SPV Intercompany Loan this Merger Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained duly approved and adopted by the affirmative vote of a majority of the outstanding shares of the Taj Holding Class B Common Stock and Taj Holding Class C Common Stock, each voting as a separate class, in accordance with the rules of the New York Stock Exchange, Delaware Law DGCL and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days Taj Holding; (ii) this Merger Agreement shall have elapsed since been duly approved and adopted by the date that AIG sent or gave affirmative vote of a majority of the AIG Information Statement to its stockholders outstanding shares of Taj Holding Class A Common Stock, voting as a separate class; (iii) the Merger Transaction shall have been duly approved and adopted by the affirmative vote of a majority of the outstanding shares of THCR Common Stock and THCR Class B Common Stock, voting as a single class, in accordance with clause (b) the DGCL and the certificate of Rule 14c-2 promulgated under the 1934 Actincorporation of THCR; (civ) the financial condition Merger Transaction shall have been duly approved by the affirmative vote of AIGa majority of the outstanding shares of THCR Common Stock (excluding officers and directors of THCR and their affiliates), the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGvoting as a separate class; (dv) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so filings required to be made or prior to the Effective Time with, and all consents, approvals, permits and authorizations required to be obtained prior to the Effective Time from, governmental and regulatory authorities (including, without limitation, Gaming Authorities) in order to consummate connection with the transactions contemplated by the Transaction Documents, then such Person may require, upon execution and delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit this Merger Agreement and the consummation of the transactions contemplated hereby by Taj Holding, THCR and Merger Sub shall have been made or by obtained (as the other Transaction Documents; provided thatcase may be) without restrictions, if except where the failure to obtain such consents, approvals, permits and authorizations could not be reasonably be expected to have a Taj Holding Material Adverse Effect or make any Approval would not cause a THCR Material Adverse Effect (assuming the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedmerger has taken place); (fvi) there no court or governmental or regulatory authority of competent jurisdiction (including, without limitation, Gaming Authorities) shall not be in effect have enacted, issued, promulgated, enforced or entered any orderstatute, injunctionrule, regulation, judgment, decree, rulinginjunction or other order (whether temporary, writ, assessment preliminary or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining permanent) or otherwise prohibiting taken any action that prohibits the consummation of the transactions contemplated by this Merger Agreement; provided, however, that the Transaction Documents; provided that, if the failure parties invoking this condition shall use their best efforts to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that have any such failure may result in any order, injunction, judgment, decree, rulinginjunction or order vacated; (vii) the shares of THCR Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, writ, assessment or arbitration award subject to official notice of the type specified in this Section 10.01(f)issuance; and (gviii) each party the waiting period applicable to the consummation of the Merger under the HSR Act shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectexpired or been terminated.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, Boulevard, Newco and Merger Sub to consummate, or cause to be consummated, the AIA SPVtransactions contemplated hereby, including the ALICO SPVMerger, the FRBNY, the UST and the Trust to consummate the Recapitalization are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;[Intentionally omitted] (b) There shall not be in force any Governmental Order or Law enjoining or prohibiting the AIG consummation of the Merger or the other transactions contemplated hereby. (c) The Boulevard Stockholder Approval shall have been obtained obtained. (d) Each of Newco and Merger Sub shall have (i) been incorporated in the Cayman Islands and Delaware, respectively and (ii) joined this Agreement by executing and delivering the Admission Agreement. (i) The respective board of directors of Newco and Merger Sub shall have approved and declared advisable the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions of this Agreement and in accordance with the rules DGCL, and (ii) the board of directors of Newco have approved the steps of the New York Stock ExchangeRestructuring applicable to it, Delaware Law upon the terms and subject to the certificate conditions of incorporation this Agreement and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;Brazilian law. (f) there The Registration Statement shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting have become effective under the consummation Securities Act prior to the mailing of the transactions contemplated Proxy Statement/Prospectus by Boulevard to the Boulevard Stockholders, and no stop order or proceedings seeking a stop order shall be threatened by the Transaction Documents; provided that, if SEC or shall have been initiated by the failure to obtain or make any Approval would SEC and not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); andwithdrawn. (g) each party The Newco Shares issuable under Article IV and the Newco Shares that will become issuable upon the exercise of the Converted Warrants shall have received executed counterparts been approved for listing on Nasdaq, subject to each official notice of Transaction Documents issuance. (h) After giving effect to (i) the exercise of redemption rights by any Redeeming Stockholders (and all payments made or to be made in respect of all Redemption Shares of the Redeeming Stockholders), and (ii) the sale and issuance by Boulevard of Boulevard Common Stock or by Newco of Newco Shares (the proceeds of which shall be deemed to be cash of Boulevard for purposes of this Section 11.1(h)) between the date of this Agreement and the Closing, in each case, in accordance with Section 9.1(c), Boulevard shall have, as of immediately prior to the Closing, an amount of cash, whether held in the Trust Account or on an unrestricted basis outside of the Trust Account, equal to or greater than the sum of $200,000,000 plus the amount of Estimated Closing Transaction Expenses and Deferred Underwriting Commissions. (i) The Warrant Amendment shall have been entered into at by the parties thereto in accordance with the provisions of Section 4.4. (j) The Pre-Closing to which it is a party from each Restructuring shall have been consummated pursuant to, and substantially in accordance with, Exhibit C and Section 8.4. (k) The Debt Restructuring shall have been consummated pursuant to, and substantially in accordance with Exhibit G and the terms set forth in the Debt Restructuring Term Sheet except for the occurrence of the other parties thereto Closing, the application of the proceeds thereof and such Transaction Documents shall be certain procedural and registrations steps in full force and effectconnection therewith.

Conditions to the Obligations of Each Party. The obligations of AIGAllegiance, the AIA SPV, the ALICO SPV, the FRBNY, the UST Cardinal and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the Allegiance Stockholders in the manner required by any Applicable Law, and (ii) the borrowings under Share Issuance shall have been approved by the AIA SPV Intercompany Loan Agreement Cardinal Shareholders in the manner required by any Applicable Law and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination applicable rules of the FRBNY Credit Facility) in full;NYSE. (b) Any applicable waiting periods under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated and any other approvals of any Governmental Authority shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;obtained. (c) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIGthe Merger or the transactions contemplated by this Agreement or limiting the ownership or operation by Cardinal, Allegiance or any of their respective subsidiaries of any material portion of the primary insurance companies business or assets of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;Cardinal or Allegiance. (d) all Approvals set forth on Section 10.01(d) There shall not be pending any Action instituted by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger or any of the other transactions contemplated by this Agreement. (collectivelye) The Commission shall have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the “Required Regulatory Approvals”effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or any state securities administrator. (f) The Cardinal Common Shares to be issued in the Merger (including pursuant to Cardinal Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) Cardinal shall have received a letter, in form and substance reasonably satisfactory to Cardinal, from Deloitte & Touche LLP dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of Effective Time stating that they concur with management's conclusion that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by Cardinal in order to consummate accordance with the transactions contemplated by pooling-of-interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAPB No.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization each Closing are subject to the satisfaction (orsatisfaction, or waiver subject to the extent permitted by applicable LawSection 8.03 below, waiver by each party) of the following conditions: (a) Purchaser and Strategic Purchaser shall have received any required approvals of the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Puerto Rico Telecommunications Regulatory Board; provided that, Purchaser's obligations shall be sufficient subject to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under further condition that no burdensome conditions or limitations shall have been imposed in connection therewith, in the FRBNY Credit Facility (including any fees reasonable judgment of Purchaser, on the GTE Companies, Purchaser or other amounts that may become due upon termination of Strategic Purchaser or on the FRBNY Credit Facility) in fullAffiliated Group; (b) Any applicable waiting period under the AIG Stockholder Approval HSR Act relating to the transactions contemplated at such Closing shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIGexpired; provided that, for Purchaser's obligations shall be subject to the avoidance of doubt, 20 calendar days further condition that no burdensome conditions or limitations shall have elapsed since been imposed in connection therewith, in the date that AIG sent reasonable judgment of Purchaser, on the GTE Companies, Purchaser or gave Strategic Purchaser or on the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActAffiliated Group; (c) No other provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile consummation of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGClosing; (d) all Approvals set forth on Section 10.01(d) All actions or filings under the Communications Act required to permit the consummation of the AIG Disclosure Schedule (collectivelysuch Closing, the “Required Regulatory Approvals”) including, but not limited to, FCC approval, shall have been obtained or made in form and substance reasonably satisfactory not revoked or suspended; provided that, Purchaser's obligations shall be subject to the FRBNYfurther condition that such FCC approval shall neither (i) require or be conditioned upon Strategic Purchaser's, GTE Corporation's or any of its affiliates' agreement to or compliance with any term, condition or restriction, in the UST and AIG and shall be in full force and effect; providedreasonable judgment of Strategic Purchaser, that if any Approval is not set forth would have an adverse effect on Section 10.01(d) the business or results of operations of the AIG Disclosure ScheduleAffiliated Group or (ii) impose any term, but is nevertheless reasonably determined condition or restriction on the business or operations of GTE Corporation or its affiliates or result in any waiver of any rights asserted by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingforegoing; (e) no provision All actions by or in respect of the applicable laws, rules and regulations of any applicable Law shall prohibit the consummation of Governmental Authority having jurisdiction over the transactions contemplated hereby or by the other Transaction Documentsin this Agreement shall have been taken; provided that, if (i) Purchaser's obligations shall be subject to the failure to obtain further condition that no burdensome conditions or make any Approval would not cause limitations shall have been imposed, in the condition set forth reasonable judgment of Purchaser, in connection therewith on 23 27 the GTE Companies, Purchaser or Strategic Purchaser or on the Affiliated Group and (ii) the only actions by a Puerto Rico Governmental Authority which shall affect the Authority's obligations are listed in Section 10.01(d2.03(i) not to be satisfied, then and (iv) of the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;Stock Purchase Agreement; and (f) there Approval by any other applicable Governmental Authority shall have been obtained and not be in effect any order, injunction, judgment, decree, ruling, writ, assessment revoked or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documentssuspended; provided that, if (i) Purchaser's obligations shall be subject to the failure to obtain further condition that no burdensome conditions or make any Approval would not cause limitations shall have been imposed, in the condition set forth reasonable judgment of Purchaser, in connection therewith on the GTE Companies, Purchaser or Strategic Purchaser or on the Affiliated Group; and (ii) the only actions by a Puerto Rico Governmental Authority which shall affect the Authority's obligations are listed in Section 10.01(d2.03(i) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(fand (iv) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectStock Purchase Agreement.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Chigen and the Trust AES to consummate the Recapitalization Amalgamation are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination requisite vote of the FRBNY Credit Facility) shareholders of Chigen in fullaccordance with the Companies Act and Chigen's Bye-laws; (b) the AIG Stockholder Approval no Governmental Authority shall have been obtained enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (each an "Order") or statute, rule or regulation which is in accordance with effect and which has the rules effect of making the Amalgamation illegal or otherwise prohibiting consummation of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActAmalgamation; (c) the financial condition Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Registration Statement shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGin effect; (d) all Approvals set forth AES and Chigen shall have received from the NYSE evidence that the shares of AES Common Stock to be issued to the shareholders of Chigen in the Amalgamation shall be listed on Section 10.01(dthe NYSE immediately following the Effective Time; (e) Chigen shall have received the consent of the AIG Disclosure Schedule Bermuda Minister of Finance to amalgamate with Sub; (collectivelyf) all other consents, authorizations, orders and approvals of (or filings or registrations with) any third party or governmental commission, board or other regulatory body required in connection with the “Required Regulatory Approvals”) execution, delivery and performance of this Agreement shall have been obtained or made made, except for filings in form connection with the Amalgamation and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so other documents required to be made or obtained in order to consummate filed after the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if Effective Time and except where the failure to obtain have obtained or make made any Approval such consent, authorization, order, approval, filing or registration would not cause have a Material Adverse Effect in respect of Chigen or AES following the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)Effective Time; and (g) each party AES and Chigen shall have received executed counterparts an opinion of Xxxxxxxxxx & Xxxxx LLP, special counsel to AES, in form and substance reasonably acceptable to AES and reasonably acceptable to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to Chigen, substantially to the effect that the Amalgamation will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that AES, Sub and Chigen will each of Transaction Documents to be entered into at the Closing to which it is a party from each to that reorganization within the meaning of Section 368(b) of the other parties thereto and such Transaction Documents shall be in full force and effectCode.

Conditions to the Obligations of Each Party. The obligations of AIGAnalytica, the AIA SPV, the ALICO SPV, the FRBNY, the UST Accentia and the Trust Sub to consummate the Recapitalization Merger are subject to the satisfaction (orat or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law, waiver by each party) of the following conditions: 6.1.1 this Agreement and the Transactions shall have been approved and adopted (a) by the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing affirmative vote of a majority of all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facilityoutstanding shares of Analytica Capital Stock and capital stock of Analytica Entities entitled to vote thereon, such votes taken (whether at a meeting or by written consent) in full; (b) the AIG Stockholder Approval shall have been obtained and determined in accordance with the rules respective Certificates of the New York Stock Exchange, Delaware Law incorporation of Analytica and the certificate of incorporation Analytica Entities and bylaws of AIG; provided thatthe FBCA and NJBCA, for as the avoidance of doubtcase maybe (the “Required Stockholder Approval”), 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause and (b) by the respective boards of Rule 14c-2 promulgated under the 1934 Act; directors of Analytica, Analytica Entities, Accentia and Sub, and (c) by Accentia as the financial condition sole stockholder of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Sub; 6.1.2 there shall be reasonably acceptable no claims, actions, suits, proceedings or investigations pending or threatened, against Analytica, Analytica Entities, Accentia or Sub, before any Governmental Authority, that seek to prevent or delay the FRBNYperformance of this Agreement or the Transactions, the USTor that would result in a Material Adverse Effect, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) no Governmental Authority shall have been obtained enacted, issued, promulgated, enforced or made entered any Law or Order (whether temporary, preliminary or permanent) which is in form effect and substance reasonably satisfactory to which has the FRBNY, effect of making the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST Transactions illegal or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before otherwise prohibiting consummation of the ClosingTransactions; (e) no provision of 6.1.3 all actions by or in respect of, or filings with, any applicable Law shall prohibit Governmental Authority required to permit the consummation of the transactions Transactions shall have been made or obtained; and 6.1.4 Accentia and Analytica shall have received or be satisfied that each of them will receive all consents, amendments and Approvals contemplated hereby or by the Sections 3.3, 3.4, 3.5, 4.3 and 4.6, and any other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth consents of third parties necessary in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting connection with the consummation of the transactions contemplated by the Transaction Documents; provided thatMerger, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in consent would have a Material Adverse Effect or violate any order, injunction, judgment, decree, ruling, writ, assessment Law or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectOrder.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust Company to consummate the Recapitalization Tires Sub Merger and of Buyer to consummate the Buyer Sub Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan transactions contemplated by this Agreement shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination shareholders of the FRBNY Credit Facility) Company in fullaccordance with the Ohio Law; (b) the AIG Stockholder Approval issuance of Parent Common Stock in connection with this Agreement shall have been obtained approved by the shareholders of Buyer in accordance with the rules and regulations of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActNYSE; (c) any applicable waiting period under the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable HSR Act relating to the FRBNY, the UST, the Trust and AIGMergers shall have expired; (d) all Approvals set forth on Section 10.01(d) no provision of any applicable law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall prohibit the consummation of either of the AIG Disclosure Schedule Mergers; (collectively, e) the “Required Regulatory Approvals”Form S-4 shall have been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (f) the shares of Parent Common Stock to be issued in the Mergers (as well as the shares of Parent Common Stock to be issued upon exercise of the Adjusted Options) shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Tires Sub Merger and the Buyer Sub Merger shall have been made or obtained other than any such actions or made filings, the failure of which to make or obtain shall not be reasonably likely to have a Material Adverse Effect on Buyer or the Company; and (h) Buyer and the Company shall have received a letter of Xxxxxx Xxxxxxxx LLP and Ernst & Young LLP, respectively, and otherwise in form and substance reasonably satisfactory to Buyer and the FRBNY, the UST and AIG and shall be in full force and effect; providedCompany, that if any Approval is not set forth on Section 10.01(dconfirms Buyer's management's assessment (in the case of Xxxxxx Xxxxxxxx LLP) and the Company's management's assessment (in the case of Ernst & Young LLP) that the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Mergers will qualify for pooling of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectinterests accounting treatment under GAAP.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Empire and the Trust Transferors to consummate the Recapitalization Transaction are subject to the satisfaction or waiver, in whole or in part (orwhere permissible by applicable law), at or prior to the extent permitted by applicable LawClosing, waiver by of each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination consummation of the FRBNY Credit Facility) in fullTransaction shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity; (b) there shall be no statute, rule or regulation enacted, promulgated or deemed applicable by any Governmental Entity to the AIG Stockholder Approval shall have been obtained in accordance with Transaction that prevents its consummation or makes the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActTransaction illegal; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. this Agreement and the primary insurance companies Transaction shall have been approved and adopted by the requisite vote of SunAmerica Financial Groupstockholders of Empire in accordance with the DGCL, taking into account Empire's Organizational Documents and any applicable rules or regulations promulgated by the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGNASD; (d) all Approvals set forth on Section 10.01(d) authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity necessary for consummation of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Transaction shall have been obtained filed, expired or made in form and substance reasonably satisfactory to the FRBNYbeen obtained; (e) Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Wolosky LLP shall have issued an opinion that neither Empire, the UST and AIG and shall be in full force and effect; provided, that if Transferors (including any Approval is not set forth on Section 10.01(d) direct or indirect owner of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNYTransferors) nor the Catskill Members will recognize any income, gain or loss for U.S. federal income tax purposes as a direct result of the UST Transaction and that Xxxxxxx Xxxxxx will not recognize any gain or AIG loss for U.S. federal income tax purposes upon any subsequent resale of the Exchange Shares, assuming no change in law and that Empire is not a U.S. Real Property Holding Company at the time of such resale; (f) Catskill and Empire, or Empire's designee, shall have entered into the Lease; (g) Empire shall have provided the U.S. Attorney with ten (10) days prior written notice of the Redemptions and shall have subsequently consummated such Redemptions, with such Redemptions only to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, effective upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (eh) no provision New York Gaming, LLC shall have distributed all of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided thatits percentage membership interest in Catskill to Empire, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not with such distribution to be satisfied, then effective on the failure day immediately prior to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedClosing Date; (fi) there Catskill shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation have redeemed all of the transactions contemplated percentage membership interests in itself held by Empire and each of Empire's Subsidiaries in accordance with the Catskill Redemption, with such Catskill Redemption only to be effective upon the Closing Date; (j) the Trust shall have been created, with such Trust only to be created upon the Closing Date, and each of the Plaintiffs and the Trust shall have entered into a declaration of trust and a commitment agreement, reasonably satisfactory to each of the parties thereto, pursuant to which each Plaintiff shall have assigned to the Trust such Plaintiff's right to any proceeds from any judgment or settlement with respect to the Litigation; (k) an amendment to the bylaws of Empire, substantially in the form of Exhibit D hereto, shall have been approved and adopted by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award requisite vote of the type specified Board of Directors of Empire in this Section 10.01(f)accordance with the DGCL, Empire's Organizational Documents and any applicable rules or regulations promulgated by the NASD; (l) an amendment to the certificate of incorporation of Empire, substantially in the form of Exhibit E hereto, shall have been approved and adopted by the requisite vote of the Board of Directors and stockholders of Empire in accordance with the DGCL, Empire's Organizational Documents and any applicable rules or regulations promulgated by the NASD; (m) a shareholder rights agreement, in form and substance mutually reasonably acceptable to the parties hereto, shall have been approved and adopted by the requisite vote of the Board of Directors and stockholders of Empire in accordance with the DGCL, Empire's Organizational Documents and any rules or regulations promulgated by the NASD; (n) the S-4 Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or, to the knowledge of Empire, the Transferors or Catskill Members, threatened by the SEC; and (go) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each Consummation of the other parties thereto and such Transaction Documents shall be in full force deemed consistent with the prior approval by the Cayuga Nation of New York previously rendered pursuant to Section 7.20 of the Gaming Facility Agreement, by and effectamong the Cayuga Nation of New York, the Cayuga Catskill Gaming Authority and MM, dated as of April 3, 2003.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, parties hereto to complete the ALICO SPV, Arrangement by filing Articles of Arrangement to give effect to the FRBNY, the UST and the Trust to consummate the Recapitalization Plan of Arrangement are subject to the satisfaction (or, to the extent if permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings Registration Statement shall have been declared effective by the SEC under the AIA SPV Intercompany Loan Agreement Securities Act and no stop order suspending the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination effectiveness of the FRBNY Credit Facility) in fullRegistration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) the AIG Stockholder Approval Plan of Arrangement shall have been obtained duly approved by the requisite vote of shareholders of Company in accordance with the rules provisions of the New York Stock Exchange, Delaware Law Interim Order and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActCBCA; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity which prohibits or prevents the financial condition completion of AIGthe Arrangement which has not been vacated, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable dismissed or withdrawn prior to the FRBNYEffective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the UST, the Trust and AIGEffective Time; (d) all Approvals set forth on Section 10.01(dany waiting period (and any extension thereof) applicable to the completion of the AIG Disclosure Schedule Arrangement under the HSR Act or the Competition Act (collectivelyCanada) or any other applicable competition, the “Required Regulatory Approvals”) merger control or similar Law shall have expired or been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingterminated; (e) no provision of any applicable Law all consents, approvals and authorizations legally required to be obtained to complete the Arrangement shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided thathave been obtained from all Governmental Entities, if except where the failure to obtain any such consent, approval or make any Approval would authorization may not cause the condition set forth reasonably be expected to result in Section 10.01(d) not to be satisfied, then the failure to obtain a Parent Material Adverse Effect or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfieda Company Material Adverse Effect; (f) there the board of directors of Company shall not be have revoked, amended or modified, in effect any orderadverse respect, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation its approval of the transactions contemplated by the Transaction Documents; provided that, if the failure Arrangement or its recommendation to obtain or make any Approval would not cause the condition set forth Company's shareholders described in Section 10.01(d7.01(b)(i); (g) not the shares of Parent Common Stock to be satisfiedissued pursuant to this Agreement and the Plan of Arrangement shall have been authorized for listing on the NYSE, then subject to notice of issuance; (h) the failure Interim Order, in form reasonably satisfactory to obtain or make such Approval Parent, Acquireco and Company, shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)have been received; and (gi) each party the Final Order, in form reasonably satisfactory to Parent, Acquireco and Company shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectbeen received.

Conditions to the Obligations of Each Party. The obligations of AIGCulligan, the AIA SPV, the ALICO SPV, the FRBNY, the UST USF and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) the borrowings under the AIA SPV Intercompany Loan This Agreement and the ALICO SPV Intercompany Loan Agreement Merger shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together with accrued Culligan Stockholders in the manner required by any Applicable Law, and unpaid interest thereon and any other amounts outstanding under (ii) the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination issuance of the FRBNY Credit Facility) Shares of USF Common Stock to be issued in full;the Merger shall have been approved by the USF Stockholders in the manner required by any Applicable Law and the applicable rules of the NYSE. (b) Any applicable waiting periods under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated, and any requirements of foreign jurisdictions applicable to the consummation of the Merger shall have been obtained satisfied unless the failure of such requirements of foreign jurisdictions to be satisfied does not constitute a Material Adverse Effect in accordance with the rules respect of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent either Culligan or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;USF. (c) No judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;Merger. (d) all Approvals set forth on Section 10.01(d) There shall not be pending any Action by any federal Governmental Authority challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger. (collectivelye) The Commission shall have declared the USF Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the USF Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission. (f) The Shares of USF Common Stock to be issued in the Merger (including, without limitation, the “Required Regulatory Approvals”shares of USF Common Stock issuable upon the exercise of the USF Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) USF shall have received a letter, in form and substance reasonably satisfactory to USF and Culligan, from KPMG Peat Marwick LLP dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Effective Time stating that they concur with the conclusion of USF's management that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by USF in order to consummate accordance with the transactions contemplated by pooling of interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectXXX Xx. 00.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Sub to consummate the Recapitalization Merger are subject to the satisfaction or waiver in writing (or, to the extent permitted by applicable Law, waiver by each partywhere permissible) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG The Company Stockholder Approval shall have been obtained in accordance with by the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Company; (b) of Rule 14c-2 promulgated under The Parent Stockholder Approval shall have been obtained by the 1934 ActParent; (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) (collectively, “Restraints”) which is then in effect and has the financial condition effect of AIGmaking consummation of the Merger illegal or restraining, preventing or prohibiting consummation of the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGMerger; (d) all Approvals set forth on Section 10.01(dThe waiting period (and any extension thereof) of applicable to the AIG Disclosure Schedule (collectively, Merger under the “Required Regulatory Approvals”) HSR Act shall have been obtained terminated or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effecthave expired; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;and (e) The Registration Statement shall have been declared effective; no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or Registration Statement shall have been issued, and not withdrawn, by the other Transaction DocumentsSEC and no proceedings for that purpose shall be underway at the SEC; provided thatand no similar proceeding in respect of the Joint Proxy Statement shall be underway at the SEC or, if to the failure to obtain best knowledge of Parent or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedCompany, then threatened by the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;SEC. (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Parent and the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Company shall have received executed counterparts the written opinions of Xxxxx Xxxxx and Ropes & Xxxx, respectively, in a form reasonably acceptable to each both parties, dated as of Transaction Documents to be entered into at the Closing Date, to which it is the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinions, the Merger will qualify as a party from each “reorganization” within the meaning of Section 368(a) of the Code; provided, however, if either Xxxxx Xxxxx or Ropes & Xxxx does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be satisfied if the other parties thereto law firm renders such opinion to Parent or the Company, as the case may be. In rendering such opinions, such law firms may require and such Transaction Documents shall be entitled to rely upon customary representations contained in full force Tax Certificates of officers of Parent, Merger Sub, the Company and effectothers.

Conditions to the Obligations of Each Party. The obligations of AIGFindWhat, the AIA SPVSubcorp, the ALICO SPV, the FRBNY, the UST Miva and the Trust Miva Principal Stockholders to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) This Agreement, the borrowings under the AIA SPV Intercompany Loan Agreement Merger, and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby shall be sufficient to repay at have been approved and adopted by Miva Stockholders in the Closing all outstanding Loans together with accrued and unpaid interest thereon and manner required by any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;Applicable Law. (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no No provision of any applicable Applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any orderregulation and no judgment, injunction, judgmentorder, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of any Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to compliance with Applicable Law shall prohibit or enjoin the type specified in consummation of the Merger or the transactions contemplated by this Section 10.01(f); andAgreement or limit the ownership or operation by FindWhat, Miva or any of their respective subsidiaries of any material portion of the businesses or assets of FindWhat or Miva. (gc) each party There shall have received executed counterparts not be pending any Action (i) challenging or seeking to each restrain or prohibit the consummation of Transaction Documents to be entered into at the Closing to which it is a party from each Merger or any of the other transactions contemplated by this Agreement, (ii) except to the extent consistent with the obligations of the parties under Section 5.1(a), seeking to prohibit or limit the ownership or operation by FindWhat, Miva or any of their respective subsidiaries of, or to compel FindWhat, Miva or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of FindWhat, Miva or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of FindWhat to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit FindWhat or the Subsidiary of FindWhat from effectively controlling in any material respect the business or operations of FindWhat or the subsidiaries of FindWhat. (d) The Fairness Hearing shall have been held and the permit to issue FindWhat Common Shares sought pursuant thereto either issued or denied; provided, however, that in the event Miva or any of the Miva Principal Stockholders is responsible for the failure to hold the Fairness Hearing, then Miva and such Transaction Documents the Miva Principal Stockholders shall be deemed to have waived this condition to the Closing; and provided, further, that in full force the event FindWhat or Subcorp is responsible for the failure to hold the Fairness Hearing, then Miva and effectthe Miva Principal Stockholders shall be entitled to exercise, and FindWhat shall take all actions necessary to accommodate the exercise of, the rights set forth in Section 5.2(c).

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust Sellers to consummate the Recapitalization Redemption are subject to the satisfaction (or, fulfilment at or prior to the extent permitted by applicable Law, waiver by each party) Closing of the following conditions: : (a) the borrowings under the AIA SPV Intercompany Loan Agreement representations and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination warranties of the FRBNY Credit Facility) Company contained in full; this letter agreement are true and correct on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date, (b) the AIG Stockholder Approval Company shall have been obtained in accordance duly performed and complied with the rules of the New York Stock Exchangeall agreements, Delaware Law covenants and the certificate of incorporation and bylaws of AIG; provided thatconditions required by this letter agreement, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, Company shall have received all consents required in connection with the primary insurance companies of Chartis, Inc. Redemption and the primary insurance companies of SunAmerica Financial Grouptransactions contemplated hereby, taking into account including any necessary approvals from the Recapitalization Bermuda Monetary Authority, and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) the Company shall have received the joinder to the IBEX Registration Agreement duly executed by IBEX in the form attached as Exhibit B. The obligations of the Company to consummate the Redemption are subject to the fulfilment at or prior to the Closing of the following conditions: (x) the representations and warranties of each of the Sellers contained in this letter agreement are true and correct on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date, (y) each of the Sellers shall have duly performed and complied with all Approvals agreements, covenants and conditions required by this letter agreement, and (z) the Company shall have received all consents required in connection with the Redemption and the transactions contemplated hereby, including any necessary approvals from the Bermuda Monetary Authority. From the date hereof until the Closing, each party hereto shall use all commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth on Section 10.01(d) in herein. Following the Closing, each of the AIG Disclosure Schedule (collectivelyparties hereto shall, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order carry out the provisions hereof and give effect to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectletter agreement.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPVParent, the ALICO SPV, the FRBNY, the UST Bidco and the Trust each Merger Sub to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Applicable Law, waiver by each partywaiver) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Company Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Parent Shareholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actobtained; (c) no injunction or other Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the financial condition consummation of AIGthe Mergers, and no Applicable Law shall have been enacted, entered or promulgated by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGMergers; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, Form F-4 and the “Required Regulatory Approvals”) Form F-6 shall have been obtained declared effective, no stop order suspending the effectiveness of the Form F-4 or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and Form F-6 shall be in full force effect and effect; provided, that if any Approval is not set forth on Section 10.01(d) of no proceedings for such purpose shall be pending before the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC; (e) no provision of any applicable Law shall prohibit if confirmed by the consummation of FCA that a Parent Prospectus is required to be published in connection with the transactions contemplated hereby hereby, including any supplement or amendment thereto, such Parent Prospectus shall have been approved by the other Transaction Documents; provided that, if FCA and made available to the failure to obtain or make any Approval would not cause public in accordance with the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedProspectus Regulation Rules; (f) there the Parent Circular, including any supplement or amendment thereto, shall have been approved by the FCA and made available to the shareholders of Parent in accordance with the Listing Rules and the Parent Organizational Documents; (g) (i) the Parent ADSs (and the Parent Ordinary Shares represented thereby) to be issued in the Parent ADS Issuance shall have been approved for listing on Nasdaq, subject to official notice of issuance, (ii) the FCA shall have acknowledged to the Parent or its agent (and such acknowledgement shall not have been withdrawn) that the application for the admission of the Parent Ordinary Shares represented by the Parent ADSs and, if required by the FCA, the application for the readmission of the Parent Ordinary Shares outstanding immediately prior to the First Effective Time to the premium segment of the Official List shall have been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) shall become effective as soon as a dealing notice has been issued by the FCA and any such conditions upon which such approval is expressed to be subject having been satisfied, and (iii) the LSE shall have acknowledged to the Parent or its agent (and such acknowledgement not having been withdrawn) that such Parent Ordinary Shares referred to in effect clause (ii) shall be admitted to trading on the LSE’s main market for listed securities; and (h) any order, injunction, judgment, decree, ruling, writ, assessment applicable waiting period under the HSR Act shall have expired or arbitration award by a Governmental Entity been terminated and any applicable waiting period or other Consent under the Foreign Antitrust Laws of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation jurisdictions set forth on Section 9.01(h)(i) of the Company Disclosure Schedule relating to the transactions contemplated by this Agreement shall have expired, been terminated or been obtained, as applicable; provided, that Section 9.01(h)(i) of the Transaction Documents; provided that, if Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions from the failure to obtain or make any Approval would not cause the condition list set forth in on Section 10.01(d9.01(h)(ii) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within 15 days following the date of this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAgreement.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Merger Sub and the Trust Parent to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the stockholders of the Company entitled to vote thereon, and (ii) the borrowings under issuance of the AIA SPV Intercompany Loan Agreement shares of Parent Class A Common Stock to be issued in the Merger shall have been approved by the stockholders of Parent entitled to vote thereon, in each case in the manner required by all Applicable Laws and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination applicable rules of the FRBNY Credit Facility) in full;Nasdaq Stock Market, Inc. (b) Any applicable waiting periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the AIG Stockholder Approval Merger notwithstanding expiration of such waiting periods) under the HSR Act or any Foreign Antitrust Laws relating to the Merger and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;terminated. (c) No provision of any Applicable Laws and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and Merger or the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;transactions contemplated by this Agreement. (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) There shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall not be in full force and effect; provided, that if pending any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined action by any of the FRBNY, the UST Governmental Authority (i) challenging or AIG seeking to be so required to be made restrain or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by Parent, the Surviving Corporation or any of their respective subsidiaries of, or to compel Parent, the Surviving Corporation or any of their respective subsidiaries to dispose of or hold separate, any portion of the business or assets of Parent, the Company or any of their respective subsidiaries, as a result of the Merger or any of the other Transaction Documents; provided that, if transactions contemplated by this Agreement or (iii) seeking to prohibit Parent or any subsidiary of Parent from effectively controlling the failure to obtain business or make any Approval would not cause operations of the condition set forth in Section 10.01(d) not to be satisfied, then Company or the failure to obtain or make such Approval shall not cause subsidiaries of the condition set forth in this Section 10.01(e) not to be satisfied;Company. (fe) there The Commission shall not have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect any order, injunction, judgment, decree, ruling, writ, assessment and no proceedings for such purpose shall be pending before or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated threatened by the Transaction Documents; provided that, if the failure to obtain Commission or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectstate securities administrator.

Conditions to the Obligations of Each Party. The ------------------------------------------- obligations of AIGOmnipoint, the AIA SPV, the ALICO SPV, the FRBNY, the UST Holding Company and the Trust VoiceStream to consummate the Recapitalization Transactions are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Omnipoint Stockholders' Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) any applicable waiting period under the AIG Stockholder Approval HSR Act relating to the Transactions shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actterminated; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated hereby Transactions; (d) the shares of Holding Company Common Stock to be issued in the Transactions shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (e) all Governmental Consents shall have been obtained and be in effect, and be subject to no limitations, conditions, restrictions or by the other Transaction Documents; provided thatobligations, if except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or make any Approval obligation as would not cause not, individually or in the condition set forth in Section 10.01(d) not aggregate, be reasonably expected to be satisfied, then the failure to obtain have a Omnipoint Material Adverse Effect or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedVoiceStream Material Adverse Effect; (f) no court, arbitrator or Governmental Body shall have issued any order, and there shall not be in effect any orderstatute, injunction, judgment, decree, ruling, writ, assessment rule or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining regulation restraining or otherwise prohibiting the consummation effective operation of the transactions contemplated business of VoiceStream and the VoiceStream Subsidiaries or Omnipoint and the Omnipoint Subsidiaries after the Effective Time that would be reasonably expected to have a VoiceStream Material Adverse Effect or Omnipoint Material Adverse Effect (after giving effect to the Transactions); (g) the CIRI Transactions shall have been consummated prior to the Effective Time; (h) the VoiceStream Stockholders' Approval shall have been obtained; (i) the Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the Transaction Documents; provided thatSEC to suspend the effectiveness thereof shall have been initiated and be continuing, if or, to the failure knowledge of VoiceStream or Omnipoint, threatened, and all necessary approvals under state securities laws relating to obtain the issuance or make any Approval would not cause the condition set forth in Section 10.01(d) not trading of Holding Company Common Stock to be satisfiedissued to Omnipoint stockholders in connection with the Transactions shall have been received; (j) the Xxxxxxxxx Transaction shall be consummated on, then or prior to, the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)Effective Time; and (gk) each party the FCC Consent shall have received executed counterparts become a Final Order and shall not contain any conditions with respect to each of Transaction Documents to be entered into at the Closing to Omnipoint or VoiceStream, which it is conditions would have a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectVoiceStream Material Adverse Effect or Omnipoint Material Adverse Effect.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization Contemplated Transactions are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement There shall be sufficient to repay at no provision of Applicable Law that prohibits the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination consummation of the FRBNY Credit Facility) in full;Contemplated Transactions. (b) the AIG Stockholder Approval The Parent Shares shall have been obtained in accordance with the rules of authorized for listing on the New York Stock Exchange, Delaware Law and the certificate subject to notice of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;issuance. (c) the financial condition of AIGThere shall not be pending any action, proceeding or investigation before any Governmental Authority or pursuant to any arbitration agreement (i) challenging, or seeking material damages in connection with, the primary insurance companies Contemplated Transactions, or (ii) seeking to restrain, prohibit or limit the exercise of Chartis, Inc. and full rights of ownership or operation by the primary insurance companies Buyer Entities or their Affiliates of SunAmerica Financial Group, taking into account all or any portion of the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;Acquired Entities. (d) all Approvals set forth on Section 10.01(d) Any right of first refusal arising in connection with the Bayonne Acquisition pursuant to Article 12 of the AIG Disclosure Schedule Amended and Restated Joint Venture Agreement of NJ Venture (collectively, the “Required Regulatory Approvals”"BAYONNE RIGHT OF FIRST REFUSAL") shall have either expired in accordance with its terms or been obtained or made waived in form and substance reasonably satisfactory to Buyer and the FRBNY, the UST and AIG and shall be in full force and effectSellers' Representatives; provided, however, that if any Approval is holder of such right of first refusal properly elects to exercise its right to acquire MESC in accordance with such right, then the parties agree that (i) the Bayonne Acquisition shall not set forth on occur and all of Section 10.01(d2.03 of this Agreement shall be disregarded, (ii) of all references in this Agreement to the AIG Disclosure ScheduleBayonne Acquisition, but is nevertheless reasonably determined by the Bayonne Plant, MESC or any matter or provision directly related to any of the FRBNY, the UST or AIG to foregoing shall be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof disregarded (to the other parties heretoextent so related), that such Approval be obtained before consummation of the Closing; but (eiii) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shall be deemed waived and, subject to be satisfied, then the failure to obtain or make such Approval shall not cause the condition other conditions set forth in this Agreement, the parties shall nonetheless consummate the Camden Acquisition and the Linden Acquisition in accordance with their terms. (e) The Bayonne Consents, the Linden GE Consent, the Camden GE Consent and the Partnership Consents shall have been obtained, each in the manner contemplated by Section 10.01(f) not 7.04 with such changes thereto as may be reasonably proposed by Buyer based upon requirements of the parties to the Linden Bank Consent or the Camden Bank Consent; provided, however that no such proposed change shall be deemed to be satisfied notwithstanding that any such failure may result reasonably proposed by Buyer if the effect thereof is to adversely affect, in any orderother than a de minimus manner, injunction, judgment, decree, ruling, writ, assessment or arbitration award the rights of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts Owner Trustee or GE under, and benefits to each of Transaction Documents to be entered into at the Closing to which it is a party from each of Owner Trustee or GE of, the other parties thereto and such Transaction Documents shall be in full force and effect.Camden Cogen Partnership Agreement, the Linden Venture Partnership Agreement or the

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Buyer and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan this Agreement shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination stockholders of the FRBNY Credit Facility) Company in fullaccordance with Delaware Law (except that this condition shall be deemed satisfied if Buyer and/or Merger Subsidiary shall have acquired 90% or more of the outstanding Shares); (b) the AIG Stockholder Approval no Governmental Entity or federal or state court of competent jurisdiction shall have been obtained in accordance with enacted, issued or enforced any statute, regulation, decree, injunction or other order which prohibits the rules consummation of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActMerger; (c) with respect to the financial condition obligations of AIGBuyer and Merger Subsidiary, each of the primary insurance companies representations and warranties of Chartisthe Company contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, Inc. except (A) for changes specifically permitted by this Agreement and the primary insurance companies (B) that those representations and warranties which address matters only as of SunAmerica Financial Group, taking into account the Recapitalization a particular date need be true and the ratings profile correct only as of such companiesdate, shall be reasonably acceptable except to the FRBNYextent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not reasonably be expected to have, the USTand have not had, the Trust and AIGa Company Material Adverse Effect; (d) all Approvals set forth on Section 10.01(d) with respect to the obligations of the AIG Disclosure Schedule Company, each of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time, except (collectivelyA) for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of a particular date need be true and correct as of such date, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory except to the FRBNY, extent that the UST failures in the aggregate of such representations and AIG and shall be in full force and effect; provided, that if warranties (disregarding any Approval is not set forth on Section 10.01(dqualifications as to materiality contained therein) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required true and correct would not reasonably be expected to be made or obtained in order to consummate the transactions contemplated by the Transaction Documentshave, then such Person may requireand have not had, upon delivery of written notice thereof to the other parties heretoa Buyer Material Adverse Effect, that such Approval be obtained before consummation of the Closing;and; and (e) no provision Merger Subsidiary shall have (i) amended the Offer pursuant to Article I hereof and (ii) purchased, pursuant to the terms and conditions of any applicable Law such Offer, all Shares duly tendered and not withdrawn; PROVIDED, HOWEVER, that neither Buyer nor Merger Subsidiary shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure be entitled to obtain or make any Approval would not cause rely on the condition set forth in Section 10.01(dclause (ii) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity above if either of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party them shall have received executed counterparts failed to each purchase Shares pursuant to the Offer in breach of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effecttheir obligations under this Agreement.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party hereto to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) each of the borrowings under the AIA SPV Intercompany Loan Agreement Comcast Transaction Approval and the ALICO SPV Intercompany Loan Agreement Comcast Parent Charter Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) each of the AIG Stockholder AT&T Transaction Approval and the AT&T Parent Charter Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actobtained; (c) any applicable waiting period under the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable HSR Act relating to the FRBNY, Mergers or the UST, the Trust and AIGother transactions contemplated hereby shall have expired or been terminated; (d) all Approvals set forth on Section 10.01(d) no material provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the AIG Disclosure Schedule Mergers or the other transactions contemplated hereby; (collectively, e) the “Required Regulatory Approvals”) Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (f) the shares of Parent Common Stock to be issued in the Mergers (other than the shares of Parent Class B Common Stock) or reserved for issuance in connection with the Mergers pursuant to Section 9.12 shall have been approved for listing on Nasdaq, subject to official notice of issuance; (g) all License Consents, Franchise Consents, PUC Consents and other consents and waivers, including waivers of all Purchase Rights, shall have been obtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure of which to obtain would not, and such limitations, conditions, restrictions or obligations as would not, individually or in the aggregate, reasonably be expected to have a Comcast Material Adverse Effect or an AT&T Broadband Material Adverse Effect; (h) no court, arbitrator or other Governmental Authority shall have issued any order, and there shall not be any statute, rule or regulation restraining or prohibiting the effective operation of the business of Parent or the AT&T Broadband Group, AT&T Broadband and the AT&T Broadband Subsidiaries or Comcast and the Comcast Subsidiaries after the Effective Time that would, individually or in the aggregate, reasonably be expected to have a Comcast Material Adverse Effect or an AT&T Broadband Material Adverse Effect; (i) the Separation and the Distribution shall have been completed in accordance in all material respects with the terms of the Separation and Distribution Agreement such that, among other things, immediately prior to the Effective Time, AT&T Broadband and the AT&T Broadband Subsidiaries are no longer AT&T Subsidiaries; (j) AT&T shall have obtained a supplemental private letter ruling or made rulings from the IRS, in form and substance reasonably satisfactory to AT&T and Comcast, on the FRBNYbasis of submissions to the IRS which are reasonably satisfactory to AT&T and Comcast (provided that Comcast shall not be entitled to review those portions of any submission to the IRS that contain (1) information that relates to the AT&T Communications Business (as defined in the Separation and Distribution Agreement) or (2) information disclosure of which to Comcast could (A) violate a confidentiality or similar agreement between AT&T or one of the AT&T Subsidiaries and another Person or (B) have a significant adverse effect on AT&T or any of its businesses), which shall be in effect on the UST Closing Date, to the effect that (x) the Separation and AIG Distribution qualify as tax-free transactions pursuant to Sections 355 and 368(a) of the Code, (y) the Mergers will not cause the Separation and Distribution to fail to be qualified as a tax-free transaction pursuant to Section 355 of the Code and (z) the Separation and Distribution will not cause the distribution by AT&T of all of the common stock of AT&T Wireless Services, Inc. or of Liberty Media Corporation to fail to qualify as tax-free transactions pursuant to Sections 355 and 368(a) of the Code. In lieu of obtaining the supplemental private letter ruling from the IRS described in the immediately preceding sentence, AT&T and Comcast may mutually agree to obtain an opinion to the same effect from tax counsel of a nationally recognized reputation mutually acceptable to AT&T and Comcast in form and substance reasonably satisfactory to AT&T and Comcast, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date. In rendering the opinion described in the preceding sentence, such tax counsel may request and shall be entitled to rely upon certain documentation, including customary representations of officers of AT&T and Comcast; (k) each of the Transaction Agreements shall have been executed and delivered by each of the parties thereto; and (i) the sum of (a) the aggregate principal amount of each series of Broadband Eligible Notes (as defined in the Offer to Exchange, dated October 4, 2002 made by AT&T pursuant to a prospectus dated October 4, 2002, as amended or supplemented from time to time (the "Exchange Offer")) and AT&T Eligible Notes (as defined in the Exchange Offer) for which Note Consents are in full force and effect; provided, that if (b) the aggregate principal amount of any Approval is not set forth on Section 10.01(dother series of Broadband Eligible Notes and AT&T Eligible Notes to the extent accepted in the Exchange Offer and (c) the amount of any other indebtedness issued under the Notes Indenture which has been defeased, purchased, retired or acquired since December 19, 2001, shall equal or exceed 66 2/3% of the AIG Disclosure Scheduleaggregate principal amount of indebtedness outstanding under the Notes Indenture on December 19, but is nevertheless reasonably determined by 2001 and (ii) AT&T shall not have issued after the date of this Agreement any of securities under the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before Notes Indenture if consummation of the Closing; (e) no provision of any applicable Law shall prohibit Distribution or the consummation of the other transactions contemplated hereby would or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by may require a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation consent of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make holders of such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectsecurities.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST MediaOne and the Trust Comcast to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) each of the borrowings under the AIA SPV Intercompany Loan Agreement MediaOne Stockholders' Approval and the ALICO SPV Intercompany Loan Agreement Comcast Stockholders' Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) any applicable waiting period under the AIG Stockholder Approval HSR Act relating to the Merger shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actterminated; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated hereby Merger; (d) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the other Transaction Documents; provided that, if SEC; (e) the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares of Comcast Common Stock to be satisfiedissued in the Merger shall have been approved for quotation on Nasdaq, then the failure subject to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedofficial notice of issuance; (f) if a Termination Notice has been delivered, one year shall have elapsed from the date upon which MediaOne delivers a Termination Notice to TW; (g) all License Consents, Social Contract Consents, Franchise Consents and other consents and waivers, including waivers of all Purchase Rights, shall have been obtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have MediaOne Material Adverse Effect; and (h) no court, arbitrator or Governmental Authority shall have issued any order, and there shall not be in effect any orderstatute, injunction, judgment, decree, ruling, writ, assessment rule or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining regulation restraining or otherwise prohibiting the consummation effective operation of the transactions contemplated by business of Comcast and the Transaction Documents; provided that, if Comcast Subsidiaries or MediaOne and the failure MediaOne Subsidiaries after the Effective Time that would be reasonably expected to obtain have a MediaOne Material Adverse Effect or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectComcast Material Adverse Effect.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, parties hereto to complete the ALICO SPV, Arrangement by filing Articles of Arrangement to give effect to the FRBNY, the UST and the Trust to consummate the Recapitalization Plan of Arrangement are subject to the satisfaction (or, to the extent if permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings Registration Statement shall have been declared effective by the SEC under the AIA SPV Intercompany Loan Agreement Securities Act and no stop order suspending the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination effectiveness of the FRBNY Credit Facility) in fullRegistration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) the AIG Stockholder Approval Plan of Arrangement shall have been obtained duly approved by the requisite vote of shareholders of Company in accordance with the rules provisions of the New York Stock Exchange, Delaware Law Interim Order and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActCBCA; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity which prohibits or prevents the financial condition completion of AIGthe Arrangement which has not been vacated, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable dismissed or withdrawn prior to the FRBNYEffective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the UST, the Trust and AIGEffective Time; (d) all Approvals set forth on Section 10.01(dany waiting period (and any extension thereof) applicable to the completion of the AIG Disclosure Schedule Arrangement under the HSR Act or the COMPETITION ACT (collectivelyCANADA) or any other applicable competition, the “Required Regulatory Approvals”) merger control or similar Law shall have expired or been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingterminated; (e) no provision of any applicable Law all consents, approvals and authorizations legally required to be obtained to complete the Arrangement shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided thathave been obtained from all Governmental Entities, if except where the failure to obtain any such consent, approval or make any Approval would authorization may not cause the condition set forth reasonably be expected to result in Section 10.01(d) not to be satisfied, then the failure to obtain a Parent Material Adverse Effect or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfieda Company Material Adverse Effect; (f) there the board of directors of Company shall not be have revoked, amended or modified, in effect any orderadverse respect, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation its approval of the transactions contemplated by the Transaction Documents; provided that, if the failure Arrangement or its recommendation to obtain or make any Approval would not cause the condition set forth Company's shareholders described in Section 10.01(d7.01(b)(i); (g) not the shares of Parent Common Stock to be satisfiedissued pursuant to this Agreement and the Plan of Arrangement shall have been authorized for listing on the NYSE, then subject to notice of issuance; (h) the failure Interim Order, in form reasonably satisfactory to obtain or make such Approval Parent, Acquireco and Company, shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)have been received; and (gi) each party the Final Order, in form reasonably satisfactory to Parent, Acquireco and Company shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectbeen received.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction or (or, to the extent permitted not prohibited by applicable Law, ) waiver by each party) the Company, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Requisite Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) any waiting period (or any extension thereof) applicable to the AIG Stockholder Approval consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been obtained in accordance with granted, and the rules applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws of the New York Stock Exchange, Delaware Law and jurisdictions set forth on Section 6.3(a) of the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days Company Disclosure Letter shall have elapsed since the date that AIG sent expired, been terminated or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actbeen obtained; (c) no Governmental Authority of the financial condition United States or a jurisdiction set forth on Section 6.3(a) of AIGthe Company Disclosure Letter shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the primary insurance companies effect of Chartisrestraining, Inc. and enjoining, rendering illegal or otherwise prohibiting consummation of the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGMerger; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, Parent Shares to be issued in the “Required Regulatory Approvals”) Merger and such other Parent Shares to be reserved for issuance in connection with the Merger shall have been obtained or made in form and substance reasonably satisfactory approved for listing on Nasdaq, subject to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) official notice of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingissuance; (e) the Form S-4 shall have been declared effective by the SEC under the Securities Act, and no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or Form S-4 shall have been issued by the other Transaction DocumentsSEC and not rescinded and no proceedings for that purpose shall be pending or threatened by the SEC; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;and (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Company shall have received executed counterparts the Tax Opinion; provided, however, that to each the extent that Parent has delivered the Parent Tax Representation Letter, any failure of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents this condition shall be in full force and effectdeemed waived.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each partythe Company and Parent, if permissible under Applicable Law) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Company Stockholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules no temporary restraining or other Order, or preliminary or permanent injunction issued by any court of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule competent jurisdiction (collectively, the “Required Regulatory ApprovalsRestraints”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and Applicable Law shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by Merger; (i) the Transaction Documents; provided that, if applicable waiting period (and any extension thereof) under the failure HSR Act relating to obtain the Merger shall have expired or make any Approval would not cause been terminated and (ii) the condition Regulatory Approvals set forth on Section 9.01(c) of the Company Disclosure Letter shall have been obtained and shall remain in Section 10.01(dfull force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated; (d) not (i) all Paired Interests shall have been exchanged for Class A Common Stock to be satisfiedconverted into the right to receive the Merger Consideration pursuant to the Exchange Agreement and the Voting and Support Agreements at the Effective Time, then (ii) all shares of Series A Convertible Preferred Stock shall have been converted into Class A Common Stock pursuant to the failure Voting and Support Agreement with the MDP Entities and (iii) all Common Units beneficially owned by Blueapple shall have been concurrently with the Closing transferred to obtain or make such Approval the Company pursuant to the Blueapple Sale Agreement, which shall not cause the condition set forth remain in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)full force and effect; and (ge) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents TRA Amendment shall be in full force and effect.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Buyer and the Trust Seller to consummate the Recapitalization are transactions to be performed by each of them in connection with the Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement : no action, suit, or proceeding shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and pending before any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, writ, assessment or arbitration award by a Governmental Entity charge would (A) prevent consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation any of the transactions contemplated by this Agreement, (B) cause any of the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not transactions contemplated by this Agreement to be satisfied, then the failure to obtain or make rescinded following consummation (and no such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, order, decree, ruling, writor charge shall be in effect), assessment or arbitration award (C) result in a Material Adverse Change; Buyer and Seller shall have entered into the Xxxx of Sale substantially in the type specified form attached hereto as Exhibit B; Buyer and Seller shall have entered into the Assignment and Assumption Agreement (including Intellectual Property transfer documents) substantially in this Section 10.01(f)the form attached hereto as Exhibit C; and Buyer, Seller and Arist Medical Education Corporation, a Delaware corporation (g“AME” or “Buyer’s Parent”) each party shall have entered into the Shareholder Agreement in substantially the form attached hereto as Exhibit D; Buyer, Seller and AME shall have entered into the Voting Agreement in substantially the form attached hereto as Exhibit E; Buyer, Seller and AME shall have entered into the Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit F; Buyer, Seller and AME shall have entered into the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit G; Buyer shall have received executed counterparts all necessary approvals to each amend its articles of Transaction Documents to be incorporation (the “Buyer Restated Certificate”) and such amendment in the form attached hereto as Exhibit H shall have been filed with the Secretary of State of the State of California; Buyer and Seller shall have entered into at (A) subleases or assignments of leases in forms agreed upon by the Closing to which it is a party from Parties for each of the Closing Leased Real Properties, and (B) a lease for the San Diego Campus Real Property in a form mutually agreeable to the Parties; Buyer, Seller and Escrow Agent shall have entered into the Escrow Agreement substantially in the form attached hereto as Exhibit L; Buyer or SFLS LLC and Seller shall have entered into the Real Estate Purchase Agreement and consummated the purchase of the San Francisco Law School Campus Real Property by Buyer as set forth therein; and The Parties shall have agreed in writing upon all matters set forth in this Agreement that are explicitly described as to be “mutually agreed upon,” “agreeable to” or “determined by” the Parties or other parties thereto and such Transaction Documents shall be in full force and effectsimilar language.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust Amerxx xxx CMAC to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) this Agreement, the borrowings under the AIA SPV Intercompany Loan Agreement Merger and the ALICO SPV Intercompany Loan transactions contemplated by the this Agreement shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together common stockholders of Amerxx xxx CMAC in accordance with accrued Delaware Law and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullapplicable stock exchange rules; (b) any applicable waiting period under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actterminated; (c) CMAC and Amerxx xxxll have obtained regulatory approvals permitting the financial condition Surviving Corporation to operate in states accounting for more than 90% of AIGthe premiums earned from new insurance written by CMAC and Amerxx xxxing the nine full calendar months immediately preceding the Effective Time; provided that, in any event, all required approvals in the primary insurance companies states set forth in Section 6.01(c) of Chartis, Inc. and the primary insurance companies CMAC Schedule of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Exceptions shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGhave been obtained; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated hereby or Merger; (e) the Registration Statement shall have been declared effective by the other Transaction Documents; provided that, if SEC and no stop order suspending the failure to obtain effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or make any Approval would not cause threatened by the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedSEC; (f) there shall not the shares of CMAC Stock to be issued in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting connection with the consummation Merger and upon exercise of the transactions contemplated by Substitute Options shall have been approved for listing on the Transaction Documents; provided thatNYSE, if subject to official notice of issuance; (g) CMAC and Amerxx xxxh shall have received a letter from their respective independent accountants addressed to CMAC or Amerxx, xx the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedcase may be, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award and dated as of the type specified in this Section 10.01(f)Closing Date to the effect that the Merger will qualify for "pooling of interests" accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations; and (gh) each party The Merger shall have received executed counterparts to each been approved by the holders of Transaction Documents to be entered into at the Closing to which it is a party from each least two-thirds of the other parties thereto and such Transaction Documents outstanding shares of $4.125 Preferred Stock or all of the outstanding shares of $4.125 Preferred Stock shall be in full force and effecthave been redeemed.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Company and the Trust Purchaser to consummate the Recapitalization purchase and sale of the Participating Preferred Stock at the Closing are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court or agency of competent jurisdiction (each, a “Restraint”) shall be sufficient in effect which prohibits, restrains or renders illegal the consummation of the Investment (provided, that prior to repay at asserting that this condition has not been satisfied, the Closing all outstanding Loans together with accrued party asserting that this condition has not been satisfied shall have used its reasonable best efforts (in the manner contemplated by Section 5.1) to prevent the entry of any such Restraint and unpaid interest thereon and to appeal as promptly as practicable any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts judgment that may become due upon termination of the FRBNY Credit Facility) in full;be entered). (b) the AIG Stockholder Approval The Company shall have entered into definitive documentation consistent with (or no less favorable to the Company than) the terms set forth in the Letter Agreement, dated as of September 29, 2008, from Xxxxxxx Xxxxx Commodities, Inc. Xxxxxxx Xxxxx Capital Corporation and Xxxxxxx Xxxxx & Co., Inc. to Retail Energy Power Supply, LLC and each of its subsidiaries (the “ML Letter Agreement”), a copy of which has been obtained previously provided to the Purchaser. The Company and Xxxxxxx Xxxxx shall have (i) entered into such definitive documentation on or before the Waiver Expiry Date and (ii) each complied in accordance all material respects with its obligations under the rules ML Letter Agreement (including any amendment thereto). There shall exist no pending litigation between the Company and any party to the Retail Facilities (as defined in Annex B of the New York Stock Exchange, Delaware Law and Goldman Commitment Letter) as of the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;Closing Date. (c) The Company shall have entered into definitive documentation with respect to new term loans in the financial condition amount of AIGat least $650,000,000 on terms substantially the same as (or no less favorable to the Company than) those described in the commitment letter of Affiliates of Xxxxxxx Sachs & Co. dated September 29, 2008 and previously provided to the Purchaser, the primary insurance companies closing of Chartisthe financing pursuant to such definitive documentation shall have occurred, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Company shall be reasonably acceptable have borrowed term loans thereunder that yield cash proceeds to the FRBNY, the UST, the Trust Company (before fees and AIG; (d) all Approvals set forth on Section 10.01(dafter discounts) of the AIG Disclosure Schedule at least $624,000,000 (collectively, the “Required Regulatory ApprovalsGoldman Commitment Letter”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Buyer and the Trust Seller to consummate the Recapitalization are transactions to be performed by each of them in connection with the Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement no action, suit, or proceeding shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and pending before any other amounts outstanding under the FRBNY Credit Facility Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (including A) prevent consummation of any fees or other amounts that may become due upon termination of the FRBNY Credit Facilitytransactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in fulleffect), or (C) result in a Material Adverse Change; (b) the AIG Stockholder Approval Buyer and Seller shall have been obtained entered into the Bill of Sale substantially in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Actform attached hereto as Exhibit B; (c) Buyer and Seller shall have entered into the financial condition of AIG, Assignment and Assumption Agreement (including Intellectual Property transfer documents) substantially in the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGform attached hereto as Exhibit C; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule Buyer, Seller and AME Education Corporation, a Delaware corporation (collectively, the “Required Regulatory ApprovalsAME”) shall have been obtained or made entered into the Stockholders’ Agreement in substantially the form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingattached hereto as Exhibit D; (e) no provision of any applicable Law Buyer, Seller and AME shall prohibit have entered into the consummation of Voting Agreement in substantially the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedform attached hereto as Exhibit E; (f) there Buyer, Seller and AME shall not be have entered into the Right of First Refusal and Co-Sale Agreement in effect any ordersubstantially the form attached hereto as Exhibit F; (g) Buyer, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity Seller and AME shall have entered into the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit G; (h) Buyer shall have received all necessary approvals to amend its articles of competent jurisdiction restraining, enjoining or otherwise prohibiting incorporation (the consummation “Buyer Restated Certificate”) and such amendment in the form attached hereto as Exhibit H shall have been filed with the Secretary of State of the transactions contemplated State of California; (i) Buyer and Seller shall have entered into (A) subleases or assignments of leases in forms agreed upon by the Transaction Documents; provided thatParties for each of the Closing Leased Real Properties;, if and (B) a lease for the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not San Diego Campus Real Property to be satisfieduse by Buyer substantially in the form attached hereto as Exhibit Q;6 (j) Buyer, then Seller and Escrow Agent shall have entered into the failure to obtain or make such Approval shall not cause Escrow Agreement substantially in the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)form attached hereto as Exhibit L; and (gk) each party Buyer or SFLS LLC and Seller shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each Real Estate Purchase Agreement and consummated the purchase of the other parties thereto and such Transaction Documents shall be in full force and effectSan Francisco Law School Campus Real Property by Buyer as set forth therein.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust Constituent Corporations to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditionsconditions as of the Effective Date and Closing: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated hereby Merger; (b) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Merger shall have been obtained; (c) this Merger Agreement shall have been adopted by board of trustees and the other Transaction Documents; provided that, if voting members of the failure to obtain or make any Approval would Constituent Corporations and shall have not cause been rescinded; (d) the condition representation and warranties of both IEI and Xxxxxxxx set forth in Section 10.01(dArticle III shall be true and correct in all respects as of the date of this Merger Agreement and as of the Effective Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects only as of such specific date); (e) not there shall have been no Material Adverse Effect relative to be satisfied, then the failure to obtain or make such Approval shall not cause Constituent Corporations as of the condition set forth in date of this Section 10.01(e) not to be satisfiedMerger Agreement and as of the Effective Date; (f) there IEI shall not be in effect any orderhave provided Xxxxxxxx with the balance sheet and related statements of revenue and expenses for the fiscal year ending December 31, injunction2006, judgment, decree, ruling, writ, assessment or arbitration award as audited by certified public accountants using generally accepted accounting principles; (g) Xxxxxxxx shall have delivered to IEI a Governmental Entity Certificate of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Officers of Xxxxxxxx dated as of the transactions contemplated by Effective Date certifying that (i) the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition representations and warranties of Xxxxxxxx set forth in this Section 10.01(fMerger Agreement are true and correct in all respects as of the Effective Date, except to the extent such representation or warranty is by its express provision made as of a specified date; and (ii) not Xxxxxxxx has caused all of the conditions to its obligations set forth in this Merger Agreement to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award fully performed and satisfied; (h) IEI shall have delivered to Xxxxxxxx a Certificate of Officers of IEI dated as of the type specified Effective Date certifying that (i) the representations and warranties of IEI set forth in this Section 10.01(f)Merger Agreement are true and correct in all respects as of the Effective Date, except to the extent such representation or warranty is by its express provision made as of a specified date; and (ii) IEI has caused all of the conditions to its obligations set forth in this Merger Agreement to be fully performed and satisfied; and (gi) each party The Constituent Corporations shall have received executed counterparts provided to each the other party a good standing certificate from their respective Secretary of Transaction Documents State not more than five days prior to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectDate.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Sub to consummate the Recapitalization Merger are subject to the satisfaction or waiver in writing (or, to the extent permitted by applicable Law, waiver by each partywhere permissible) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG The Company Stockholder Approval shall have been obtained in accordance with by the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Company; (b) of Rule 14c-2 promulgated under The Parent Stockholder Approval shall have been obtained by the 1934 ActParent; (c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) (collectively, “Restraints”) which is then in effect and has the financial condition effect of AIGmaking consummation of the Merger illegal or restraining, preventing or prohibiting consummation of the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGMerger; (d) all Approvals set forth on Section 10.01(dThe waiting period (and any extension thereof) of applicable to the AIG Disclosure Schedule (collectively, Merger under the “Required Regulatory Approvals”) HSR Act shall have been obtained terminated or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effecthave expired; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing;and (e) The Registration Statement shall have been declared effective; no provision of any applicable Law shall prohibit stop order suspending the consummation effectiveness of the transactions contemplated hereby or Registration Statement shall have been issued, and not withdrawn, by the other Transaction DocumentsSEC and no proceedings for that purpose shall be underway at the SEC; provided thatand no similar proceeding in respect of the Joint Proxy Statement shall be underway at the SEC or, if to the failure to obtain best knowledge of Parent or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedCompany, then threatened by the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied;SEC. (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Parent and the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party Company shall have received executed counterparts the written opinions of Xxxxx Xxxxx and Ropes & Xxxx, respectively, in a form reasonably acceptable to each both parties, dated as of Transaction Documents to be entered into at the Closing Date, to which it is the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinions, the Merger will qualify as a party from each “reorganization” within the meaning of Section 368(a) of the Code; provided, Table of Contents however, if either Xxxxx Xxxxx or Ropes & Xxxx does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be satisfied if the other parties thereto law firm renders such opinion to Parent or the Company, as the case may be. In rendering such opinions, such law firms may require and such Transaction Documents shall be entitled to rely upon customary representations contained in full force Tax Certificates of officers of Parent, Merger Sub, the Company and effectothers.

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, on the AIA SPVone hand, and Parent, Holdco, Zenith Acquisition and Millennium Acquisition, on the ALICO SPVother hand, the FRBNY, the UST and the Trust to consummate the Recapitalization Mergers are subject to the satisfaction (or, to the extent permitted by applicable Lawif permissible, waiver by each partythe party for whose benefit such conditions exist) at or before the Closing of the following conditions: : (a) the borrowings under the AIA SPV Intercompany Loan this Agreement shall have been adopted and the ALICO SPV Intercompany Loan Agreement Millennium Merger and the transactions related thereto shall be sufficient have been approved pursuant to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under Consent Solicitation by the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination shareholders of the FRBNY Credit Facility) Company in full; accordance with the CGCL; (b) the AIG Stockholder Approval this Agreement shall have been obtained adopted and the Zenith Merger, the issuance of Holdco Common Stock in the Mergers and transactions related thereto shall have been approved by the shareholders of Parent in accordance with the rules of the New York Stock Exchange, Delaware Law Nasdaq National Market and the certificate CGCL and the shares of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days Holdco Common Stock to be so issued shall have elapsed since been authorized for listing on the Nasdaq National Market, upon official notice of issuance; (c) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Mergers or the effective operation of the business of Zenith Surviving Corporation or Millennium Surviving Corporation after the Effective Time of the Mergers; (d) all actions by or in respect of or filings with any governmental body, agency official, or authority required to permit the consummation of the Mergers shall have been obtained but excluding any consent, approval, clearance or confirmation the failure to obtain which would not have a Parent Material Adverse Effect or, after the Effective Time, a material adverse effect on Millennium Surviving Corporation or the Zenith Surviving Corporation; and (e) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC. Section 6.2 Conditions to the Obligations of Parent, Holdco, Zenith Acquisition and Millennium Acquisition. The obligations of Parent, Holdco, Zenith Acquisition and Millennium Acquisition to consummate the Mergers are subject to the satisfaction (or waiver by Parent) at or before the Closing of the following further conditions: (a) the representations and warranties of the Company shall have been true and correct in all material respects (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) both when made and (except for those representations and warranties that address matters only as of a particular date which need only be true and accurate as of such date) as of the Effective Time as if made at and as of such time; (b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (c) Parent shall have received a certificate executed by the President or a Vice President of the Company, dated as of the Closing Date, to the effect that AIG sent or gave the AIG Information Statement to its stockholders conditions set forth in accordance with clause paragraphs (a) and (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; this Section 6.2 have occurred; (d) all Approvals set forth on the Company shall have obtained, and there shall be in full force and effect, the consents described in Section 10.01(d) 6.2 of the AIG Company Disclosure Schedule Schedule; (collectivelye) since the date of this Agreement, there shall not have occurred any event, change or effect having, or which could have a Company Material Adverse Effect; (f) all of the “Required Regulatory Approvals”) issued and outstanding Company Preferred Stock shall have been obtained converted to Company Common Stock and there shall be no class or made series of any capital stock of the Company outstanding other than Company Common Stock; (g) the Company shall have caused all warrants to purchase Company Common Stock and Company Preferred Stock including, without limitation, the warrants granted in accordance with the Agreement to Guarantee, dated April 6, 1998, by and among the Company, BRC Holdings, Inc., Parent and JBJ Partners, Inc., and the Warrant to Purchase Series C Preferred Stock, dated as of May 17, 1996, held by JBJ Partners, Ltd., to be converted into that number of shares of Company Common Stock equal to the net number of shares of Company Common Stock into which each such warrant would have been convertible pursuant to a cashless exercise procedure immediately prior to the Effective Time of the Millennium Merger; (h) any default under the terms and provisions of the Promissory Note and related loan documentation, each dated as of April 2, 1998, between the Company and Xxxxx Fargo Bank (Texas), National Association, shall have been cured or waived prior to the Effective Time of the Mergers; (i) the respective shareholders of Parent and the Company shall not have asserted in accordance with the CGCL appraisal rights for their shares of Company Capital Stock and Parent Common Stock, respectively, for a material amount; (j) the persons identified on Exhibit H to this Agreement shall have entered into Employment Agreements with the Company, in form and substance satisfactory to Parent, and as of the Effective Time, at least 80% of the remaining persons employed by the Company as of the date of this Agreement shall have consented to assume comparable positions in the Millennium Surviving Corporation upon consummation of the Millennium Merger, such consents to be in form and substance satisfactory to Parent; and (k) Parent shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably satisfactory to Parent, dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) Effective Time of the AIG Disclosure ScheduleMergers, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof substantially to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided effect that, if on the failure to obtain or make any Approval would not cause the condition basis of facts, representations and assumptions set forth in Section 10.01(d) not such opinion, for Federal income tax purposes, the Zenith Merger will be treated as a nonrecognition transfer of Parent Common Stock by those holders thereof to be satisfiedHoldco for shares of Holdco Common Stock. In rendering such opinion, then Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may receive and rely upon representations contained in certificates of Parent, Holdco, Zenith Acquisition, Millennium Acquisition, the failure Company, and others, and the parties agree to obtain or make provide Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP with such Approval shall not cause the condition set forth certificates as Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may reasonably request in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectconnection with rendering its opinion.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Investor and the Trust Company to consummate proceed to the Recapitalization Closing are subject to the satisfaction or waiver (or, to the extent such waiver is permitted by applicable Law, waiver by each partyLaws) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement ODI Registration and the ALICO SPV Intercompany Loan Agreement Approvals shall be sufficient to repay at the Closing all outstanding Loans together with accrued have been obtained and unpaid interest thereon remain in full force and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fulleffect; (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause no applicable Laws (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”including Antitrust Laws) shall have been obtained enacted, issued, enforced, adopted or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined promulgated by any of the FRBNYGovernmental Authority that restrain, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documentsenjoin, then such Person may requireprevent, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting make illegal the consummation of the transactions contemplated by the Transaction Documents; provided that; (c) no Proceeding shall have been initiated or threatened in writing by any Governmental Authority after the date hereof that seeks to make the transactions contemplated by the Transaction Documents illegal or otherwise restrain, if enjoin, prevent or prohibit the failure to obtain or make any Approval would not cause consummation of the condition set forth in Section 10.01(dtransactions contemplated by the Transaction Documents; (d) not to be satisfied, then (i) NYSE shall have authorized a supplemental listing application for the failure to obtain or make issuance of the Purchased Shares and such Approval authorization shall not cause have been withdrawn; (ii) HKEX shall have granted listing of and permission to deal in the condition set forth in this Section 10.01(fPurchased Shares and such granting of permission shall not have been withdrawn; and (iii) not no stop order or suspension of trading shall have been imposed (and is continuing) by the SEC, NYSE, SFC, HKEX or any other Governmental Authority with respect to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award the public trading of the type specified in this Section 10.01(f)ADSs on NYSE or the Class A Ordinary Shares on HKEX; and (ge) each party subject to the Investor’s compliance with Section 4.5(a) and Section 4.5(b), if the T&T AT Authority has confirmed in writing (in the case that the T&T AT Authority does not provide such written confirmation, the Investor’s counsel in T&T will confirm in writing) to the Investor that the Investor is required under applicable Antitrust Laws to make a merger control filing in respect of the transactions contemplated by the Transaction Documents prior to the Closing, the T&T AT Authority shall have received executed counterparts to each of granted the clearance required under applicable Antitrust Laws for the transactions contemplated by the Transaction Documents to be entered into at consummated (the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect“T&T AT Approval”).

Conditions to the Obligations of Each Party. The obligations of AIG------------------------------------------- AmeriSource, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Sub to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the stockholders of AmeriSource entitled to vote thereon, and (ii) the borrowings under issuance of the AIA SPV Intercompany Loan Agreement shares of Parent Common Stock to be issued in the Merger shall have been approved by the stockholders of Parent entitled to vote thereon, in each case in the manner required by all Applicable Laws and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;applicable stock exchange rules. (b) Any applicable waiting periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the AIG Stockholder Approval Merger notwithstanding expiration of such waiting periods) under the HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;terminated. (c) No provision of any Applicable Law (other than Antitrust Laws), as supported by written opinion of outside legal counsel, and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies Merger or the transactions contemplated by this Agreement (the parties having used their respective best efforts (consistent with the provisions of Chartis, Inc. and this Agreement) to cause such Applicable Law to be satisfied (if such Applicable Law is capable of being satisfied) so as to cause such Applicable Law not to prohibit the primary insurance companies of SunAmerica Financial Group, taking into account Merger or the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;transactions contemplated hereby). (d) all Approvals set forth on Section 10.01(dThere shall not be pending any Action by any Governmental Authority (i) challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger or any of the other transactions contemplated by this Agreement, (collectivelyii) except to the extent consistent with the obligations of AmeriSource and Parent under Section 5.1(a), seeking to prohibit or limit the ownership or operation by Parent, AmeriSource or any of their respective subsidiaries of, or to compel Parent, AmeriSource or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Parent, AmeriSource or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Parent to acquire or hold, or exercise full rights of -50- ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit Parent or any subsidiary of Parent from effectively controlling in any material respect the business or operations of Parent or the subsidiaries of Parent. (e) The Commission shall have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or any state securities administrator. (f) The shares of Parent Common Stock to be issued in the Merger (including, without limitation, the “Required Regulatory Approvals”shares of Parent Common Stock issuable upon the exercise of the Parent Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent and AmeriSource, from Parent's independent accountants dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure ScheduleEffective Time (a copy of which shall have been delivered to AmeriSource), but is nevertheless reasonably determined by any stating that they concur with the conclusion of Parent's management that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by Parent in order to consummate accordance with the transactions contemplated by pooling-of-interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAPB No.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization Merger are subject to the satisfaction (oror waiver in accordance with Section 7.04 hereof), at or prior to the extent permitted by applicable LawEffective Time, waiver by of each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan The shareholders of ReGen shall have approved and adopted this Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient Merger pursuant to repay at the Closing all outstanding Loans together with accrued requirements of ReGen’s certificate of incorporation and unpaid interest thereon by-laws and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullDGCL; (b) The consummation of the AIG Stockholder Approval Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity entered after the parties have used their reasonable best efforts to prevent such entry. There shall not have been obtained in accordance with any statute, rule or regulation enacted, promulgated or deemed applicable to the rules Merger by any Governmental Entity that prevents the consummation of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActMerger; (c) Aros and the financial condition stockholders of AIGReGen shall have executed a registration rights agreement relating to the registration of the Aros Common Stock included in the Aros Issuable Stock, the primary insurance companies Aros Common Stock issuable upon conversion of Chartis, Inc. the Aros Issuable Stock and the primary insurance companies Aros Common Stock issuable upon exercise of SunAmerica Financial Group, taking into account the Recapitalization ReGen Options and Warrants substantially in the ratings profile of such companies, shall be reasonably acceptable to form attached hereto as Exhibit E (the FRBNY, the UST, the Trust and AIG“Registration Rights Agreement”); (d) all Approvals set forth on Section 10.01(d) Stockholders of ReGen holding at least a majority of shares of ReGen capital stock shall have executed a stockholders agreement and proxy relating to the AIG Disclosure Schedule election of directors to the boards of Aros and Acquisition Sub and certain other matters, substantially in the form attached hereto as Exhibit F (collectively, the “Required Regulatory ApprovalsStockholders Agreement”); and (e) Aros and ReGen shall have been obtained or made received evidence, in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; providedthem, that if any Approval is not set forth on Section 10.01(dfewer than ten percent (10%) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any shares of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery ReGen Exchangeable Stock are Dissenting Shares of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectReGen.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction (or, on or prior to the extent permitted by applicable Law, waiver by each party) Closing Date of the following conditions: (a) (i) The Company shall have obtained the borrowings under Company Stockholder Approval and (ii) Parent shall have obtained the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullParent Stockholder Approval; (b) No judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall be in effect which has the AIG Stockholder Approval effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger; provided, however, that prior to asserting this condition, subject to Section 5.11, each of the parties shall have used its reasonable efforts to prevent the entry of any such judgment, injunction, order or decree; (i) All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity, including all necessary approvals under any applicable Antitrust Laws, required to consummate the Merger and the other transactions contemplated by this Agreement shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or made would not, individually or in accordance with the rules aggregate, reasonably be expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger), and (ii) the waiting period (and any extension thereof) applicable to consummation of the New York Stock Exchange, Delaware Law and Merger under the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days HSR Act shall have elapsed since the date that AIG sent expired or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGbeen terminated; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) The Registration Statement shall have been obtained or made declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; (e) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Parent shall have received a written opinion of Latham & Watkins LLP, in form and substance reasonably satisfactory acceptable tx xx, datxx xx xf the Closing Date to the FRBNYeffect that, on the UST basis of the facts, representations and AIG and shall be in full force and effect; provided, that if any Approval is not assumptions set forth on or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 10.01(d368(a) of the AIG Disclosure ScheduleCode. In rendering such opinion, but is nevertheless counsel to Parent shall be entitled to rely upon customary assumptions and representations reasonably determined by any satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company, in substantially the forms attached hereto as Exhibits B and C. The condition set forth in this Section 6.01(f) shall not be waivable after receipt of the FRBNYCompany Stockholder Approval or the Parent Stockholder Approval, the UST or AIG to be so required to be made or unless further stockholder approval is obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingwith appropriate disclosure; (eg) no provision The Company shall have received a written opinion of Morrison & Foerster LLP, in form and substance reasonably acceptablx xx xx, daxxx xx xf the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Company Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to the Company shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company, in substantially the forms attached hereto as Exhibits B and C. The condition set forth in this Section 6.01(g) shall not be waivable after receipt of the Company Stockholder Approval or the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure; and (h) There shall not be pending any applicable Law shall suit, action or proceeding by any Governmental Entity in any court of competent jurisdiction seeking to prohibit the consummation of the transactions Merger or any other transaction contemplated hereby by this Agreement or by the other Transaction Documentsthat would otherwise cause a Company Material Adverse Effect or a Parent Material Adverse Effect; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity court of competent jurisdiction restrainingdismisses or renders a final decision denying a Governmental Entity's request for an injunction in such suit, enjoining action or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedproceeding, then four (4) Business Days following such dismissal or decision, this condition to closing shall, with respect to such suit, action or proceeding, thereafter be deemed satisfied whether or not such Governmental Entity appeals the failure to obtain decision of such court or make such Approval shall not cause files an administrative complaint before the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectFederal Trade Commission.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each Party to consummate the Recapitalization Merger are subject to the satisfaction (oron or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by applicable Law, waiver by each party) of the following conditions: (a) The Separation shall have been consummated in accordance with the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullSeparation Agreement; (b) The Company Stockholder Approval shall have been obtained, be in full force and effect and a period of at least 20 calendar days shall have elapsed from the AIG date the Information Statement/Prospectus was first mailed to the Company Stockholders; provided that if the Company Stockholder Approval is not obtained by written consent pursuant to Section 228 of the DGCL, the Company Stockholder Approval shall have been obtained in accordance with by the rules affirmative vote of at least a majority of the New York outstanding Company Common Stock Exchange, Delaware Law and at the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActCompany Stockholder Meeting; (c) All consents, approvals and authorizations of any Governmental Authority required for the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. Transactions (other than under the HSR Act or the Communications Act) shall have been obtained and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be in full force and effect at the Effective Time, except those consents the failure of which to obtain would not, individually or in the aggregate, reasonably acceptable be expected to the FRBNY, the UST, the Trust and AIGhave a Business Material Adverse Effect or a Company Material Adverse Effect; (d) all Approvals set forth on Section 10.01(d) All consents or approvals of each Person required for the consummation of the AIG Disclosure Schedule (collectivelyTransactions under any Contract to which TWDC or Company or their respective Subsidiaries shall be a party, the “Required Regulatory Approvals”) or by which their respective properties and assets are bound, shall have been obtained (in each case without the payment or made imposition of any material costs or obligations) and shall be in form full force and substance effect at the Effective Time, except (i) where the failure to so obtain such consents and approvals would not, individually or in the aggregate, reasonably satisfactory be expected to have a Business Material Adverse Effect or a Company Material Adverse Effect or (ii) to the FRBNYextent that reasonably acceptable alternative arrangements, including arrangements with respect to Delayed Transfer Assets pursuant to the UST Separation Agreement, relating to the failure to obtain any such consent or approval are otherwise provided for; (e) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated; (i) The Registration Statement shall have been declared effective in accordance with the Securities Act and AIG the Exchange Act and shall not be the subject of any stop order or Actions seeking a stop order and no similar Action in respect of the Information Statement/Prospectus shall have been initiated or threatened by the SEC and not concluded or withdrawn, and (ii) the shares of Spinco Common Stock to be issued in the Distribution and the Merger and such other shares to be reserved for issuance in connection with the Transactions shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) No Order issued by any Governmental Authority of competent jurisdiction (other than the FCC) or other legal impediment preventing or making illegal the consummation of the Transactions shall be in effect; provided, however, that the Parties shall use their reasonable efforts to have any such Order (other than the FCC) vacated; and (h) The FCC Consent shall have been issued and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGBergen, the AIA SPV, the ALICO SPV, the FRBNY, the UST Cardinal and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by each party) of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the Bergen Shareholders in the manner required by any Applicable Law, and (ii) the borrowings under issuance of the AIA SPV Intercompany Loan Agreement Cardinal Common Shares to be issued in the Merger (and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby) and the increase in the number of authorized Cardinal Common Shares shall be sufficient to repay at have been approved by the Closing all outstanding Loans together with accrued Cardinal Shareholders in the manner required by any Applicable Law and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination applicable rules of the FRBNY Credit Facility) in full;NYSE. (b) Any applicable waiting periods under the AIG Stockholder Approval HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;terminated. (c) No provision of any applicable law or regulation, as supported by written opinion of outside legal counsel, and no judgment, injunction, order or decree shall prohibit or enjoin the financial condition consummation of AIG, the primary insurance companies of Chartis, Inc. and Merger or the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;transactions contemplated by this Agreement. (d) all Approvals set forth on Section 10.01(dThere shall not be pending any Action by any Governmental Authority (i) challenging or seeking to restrain or prohibit the consummation of the AIG Disclosure Schedule Merger or any of the other transactions contemplated by this Agreement, (collectivelyii) except to the extent consistent with the obligations of Bergen and Cardinal under Section 5.1(a), seeking to prohibit or limit the ownership or operation by Cardinal, Bergen or any of their respective subsidiaries of, or to compel Cardinal, Bergen or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Cardinal, Bergen or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Cardinal to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit Cardinal or any subsidiary of Cardinal from effectively controlling in any material respect the business or operations of Cardinal or the subsidiaries of Cardinal. (e) The Commission shall have declared the Cardinal Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Cardinal Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or any state securities administrator. (f) The Cardinal Common Shares to be issued in the Merger (including, without limitation, the “Required Regulatory Approvals”Cardinal Common Shares issuable upon the exercise of the Cardinal Exchange Options) shall have been obtained or made approved for listing on the NYSE, subject to official notice of issuance. (g) Cardinal shall have received a letter, in form and substance reasonably satisfactory to Cardinal and Bergen, from Deloitte & Touche LLP dated the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) date of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any Effective Time stating that they concur with the conclusion of RED's management that the FRBNY, the UST or AIG Merger will qualify as a transaction to be so required to be made or obtained accounted for by Cardinal in order to consummate accordance with the transactions contemplated by pooling of interests method of accounting under the Transaction Documents, then such Person may require, upon delivery requirements of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectAPB No.

Conditions to the Obligations of Each Party. The ------------------------------------------- obligations of AIGPhoneTel, the AIA SPVOld Davel, the ALICO SPVNew Davel, the FRBNY, the UST D Sub and the Trust P Sub to consummate the Recapitalization Transaction are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan Agreement PhoneTel Merger shall be sufficient to repay at have been approved and adopted by the Closing all outstanding Loans together stockholders of PhoneTel in accordance with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullOhio Law; (b) this Agreement and the AIG Stockholder Approval Davel Merger shall have been obtained approved by the stockholders of Old Davel in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActIllinois Law; (c) any applicable waiting period under the financial condition of AIG, HSR Act relating to the primary insurance companies of Chartis, Inc. PhoneTel Merger and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, Transaction shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGhave expired or been terminated; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) no Governmental Entity shall have been obtained issued any judgment, injunction, order or made in form decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transaction, which judgment, injunction, order or decree or other action shall have become final and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingnonappealable; (e) no provision the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any applicable Law shall prohibit the consummation of the transactions contemplated hereby stop order or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedproceedings seeking a stop order; (f) there the shares of Davel Common Stock issuable to PhoneTel's stockholders as contemplated by this Agreement shall not be in effect any orderhave been approved for listing on the Nasdaq Stock Market, injunctionsubject to official notice of issuance; (g) the PIK Preferred Stock shall have been redeemed, judgment, decree, ruling, writ, assessment or arbitration award as contemplated by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of Section 5.06 hereof; (h) the transactions contemplated by the Transaction Documents; provided thatthat certain Stock Purchase Agreement, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfieddated as of May 14, then the failure to obtain or make such Approval 1998, by and between Samstock, L.L.C. and Old Davel shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)have been consummated; and (gi) each party New Davel shall have received executed counterparts to each of Transaction Documents to be obtained the Financing and entered into at appropriate indentures, loan agreements, or other agreements with respect to the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectFinancing.

Conditions to the Obligations of Each Party. The obligations ------------------------------------------- of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Sub to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) this Agreement shall have been approved and adopted by the borrowings under requisite affirmative vote of the AIA SPV Intercompany Loan Agreement Shareholders of the Company in accordance with California Law and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination Company's articles of the FRBNY Credit Facility) in fullincorporation; (b) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the AIG Stockholder Approval United States shall have been obtained enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in accordance with effect and has the rules effect ----- of making the Merger illegal or otherwise prohibiting consummation of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActMerger; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. any waiting period (and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable any extension thereof) applicable to the FRBNY, consummation of the UST, Merger under the Trust and AIG;HSR Act shall have expired or been terminated; and (d) all Approvals set forth on Section 10.01(deach of Parent and the Company shall have received from each of (i) PricewaterhouseCoopers LLP, independent auditors for the Company, a letter dated as of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made Closing Date in form and substance reasonably satisfactory to Parent and the FRBNY, Company (which may contain customary qualifications and assumptions) to the UST and AIG and shall be in full force and effect; provided, effect that if any Approval is not set forth on Section 10.01(d) PricewaterhouseCoopers LLP concurs with the conclusion of the AIG Disclosure ScheduleCompany's management that no conditions exist related to the Company that would preclude Parent from accounting for the Merger as a "pooling-of-interests" and (ii) Ernst & Young LLP, but is nevertheless reasonably determined by any independent accountants for Parent, a letter dated as of the FRBNY, Closing Date in substance reasonably satisfactory to Parent and the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person Company (which may require, upon delivery of written notice thereof contain customary qualifications and assumptions) to the other parties hereto, effect that such Approval be obtained before consummation Ernst & Young LLP concurs with the conclusion of Parent's management that no conditions exist related to Parent that would preclude Parent from accounting for the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by Merger as a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect"pooling-of- interests."

Conditions to the Obligations of Each Party. The obligations of AIGthe Company, the AIA SPV, the ALICO SPV, the FRBNY, the UST Parent and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, to the extent permitted by applicable Law, or written waiver by each party) of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full; (b) the AIG Company Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause Law; (b) no restraining order, preliminary or permanent injunction or other order issued by any court or other Governmental Authority of Rule 14c-2 promulgated under competent jurisdiction (i) in the 1934 ActUnited States, (ii) in any country having Competition Laws that are Specified Competition Laws or (iii) in any jurisdiction where Parent, the Company or their respective Subsidiaries conduct operations (other than de minimis operations) or make sales (other than de minimis sales), in each case preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; (c) any applicable waiting period under the financial condition of AIG, the primary insurance companies of Chartis, Inc. HSR Act and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization any other applicable Specified Competition Law shall have expired or been terminated and the ratings profile of such companies, all required approvals under any applicable Specified Competition Law shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGhave been obtained; (d) all Approvals set forth on Section 10.01(dthe parties shall have (i) of filed the AIG Disclosure Schedule (collectivelyCFIUS Filing, the “Required Regulatory Approvals”) which notice shall have been obtained or made in form accepted by CFIUS and substance reasonably satisfactory to (ii) (A) the FRBNY, the UST and AIG and parties shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of have received written notice thereof to from CFIUS that review under the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation DPA of the transactions contemplated by this Agreement has been concluded, and CFIUS shall have determined that there are no unresolved national security concerns with respect to the Transaction Documentstransactions contemplated by this Agreement, and advised that action under the DPA and any investigation related thereto has been concluded with respect to the transactions contemplated by this Agreement; provided that(B) CFIUS shall have concluded that the transactions contemplated by this Agreement are not covered transactions and not subject to review under the DPA; or (C) CFIUS shall have sent a report to the President of the United States requesting the President’s decision on the CFIUS Filing submitted by the parties hereto and either (1) the period under the DPA during which the President may announce his decision to take action to suspend, if prohibit or place any limitations on the failure to obtain transactions contemplated hereby shall have expired without any such action being threatened, announced or make any Approval would not cause taken, or (2) the condition set forth in Section 10.01(d) President shall have announced a decision not to be satisfiedtake any action to suspend, then prohibit or place any limitations on the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f)transactions contemplated hereby; and (ge) each party following the submission of the ITAR Filing in accordance with Section 8.01(f), (i) 60 days shall have received executed counterparts passed and DDTC shall have not taken or threatened to each of Transaction Documents to be entered into at take enforcement action against Parent in connection with the Closing to which it is a party from each consummation of the other parties thereto and such Transaction Documents Merger or (ii) the DDTC shall be have notified the Company or Parent that it does not intend to take enforcement action against Parent in full force and effectconnection with the consummation of the Merger.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction or (or, to the extent permitted by applicable Law, ) waiver by each party) the Company and Parent at or prior to the Merger Closing Date of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement Requisite Shareholder Approval shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullhave been obtained; (b) the AIG Stockholder Approval waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been obtained in accordance with granted (the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act“Antitrust Approvals”); (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Gaming Approvals set forth on in Section 10.01(d7.1(c) of the AIG Company Disclosure Schedule Letter (collectively, the “Required Regulatory Gaming Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedulehowever, but is nevertheless reasonably determined by any of the FRBNYthat, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof notwithstanding anything to the other parties heretocontrary herein, that Parent may in its sole discretion waive any such Required Gaming Approval be obtained before on behalf of both the Company and Parent if consummation of the Closing; (e) no provision Merger in the absence of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any such Required Gaming Approval would not cause constitute a violation of applicable Law (including the condition Company surrendering such Required Gaming Approval concurrently with the Merger Closing); provided that (i) Parent has confirmed in an irrevocable written notice delivered to the Company that all of the conditions set forth in Section 10.01(d) not Sections 7.1 and 7.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Merger Closing, provided that such conditions are reasonably capable of being satisfied), then (ii) the failure to obtain or make Merger Closing shall occur immediately following any such Approval waiver and (iii) no such waiver shall not cause otherwise affect the condition set forth in this Section 10.01(e) not to be satisfied;obligations of Parent and Merger Sub hereunder; and (fd) there no Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Law or Order (collectively, “Restraints”) which is then in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity and has the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions Merger, unless such Restraint is vacated, terminated or withdrawn (provided, that, prior to asserting this condition, the party asserting this condition shall have used its reasonable best efforts (in the manner contemplated by Section 6.3 ) to prevent the Transaction Documents; provided that, if the failure entry of such Restraint and to obtain or make appeal as promptly as possible any Approval would not cause the condition set forth in Section 10.01(d) not to judgment that may be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(fentered); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The respective obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust each party to consummate the Recapitalization Merger are subject to the satisfaction (or, on or prior to the extent permitted by applicable Law, waiver by each party) Closing Date of the following conditions: (a) (i) The Company shall have obtained the borrowings under Company Stockholder Approval and (ii) Parent shall have obtained the AIA SPV Intercompany Loan Agreement and the ALICO SPV Intercompany Loan Agreement shall be sufficient to repay at the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullParent Stockholder Approval; (b) No judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall be in effect which has the AIG Stockholder Approval effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger; provided, however, that prior to asserting this condition, subject to Section 5.11, each of the parties shall have used its reasonable efforts to prevent the entry of any such judgment, injunction, order or decree; (i) All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity, including all necessary approvals under any applicable Antitrust Laws, required to consummate the Merger and the other transactions contemplated by this Agreement shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or made would not, individually or in accordance with the rules aggregate, reasonably be expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger), and (ii) the waiting period (and any extension thereof) applicable to consummation of the New York Stock Exchange, Delaware Law and Merger under the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days HSR Act shall have elapsed since the date that AIG sent expired or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIGbeen terminated; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) The Registration Statement shall have been obtained or made declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; (e) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Parent shall have received a written opinion of Xxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory acceptable to it, dated as of the Closing Date to the FRBNYeffect that, on the UST basis of the facts, representations and AIG and shall be in full force and effect; provided, that if any Approval is not assumptions set forth on or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a “reorganization” within the meaning of Section 10.01(d368(a) of the AIG Disclosure ScheduleCode. In rendering such opinion, but is nevertheless counsel to Parent shall be entitled to rely upon customary assumptions and representations reasonably determined by any satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company, in substantially the forms attached hereto as Exhibits B and C. The condition set forth in this Section 6.01(f) shall not be waivable after receipt of the FRBNYCompany Stockholder Approval or the Parent Stockholder Approval, the UST or AIG to be so required to be made or unless further stockholder approval is obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closingwith appropriate disclosure; (eg) no provision The Company shall have received a written opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance reasonably acceptable to it, dated as of the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Company Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to the Company shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company, in substantially the forms attached hereto as Exhibits B and C. The condition set forth in this Section 6.01(g) shall not be waivable after receipt of the Company Stockholder Approval or the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure; and (h) There shall not be pending any applicable Law shall suit, action or proceeding by any Governmental Entity in any court of competent jurisdiction seeking to prohibit the consummation of the transactions Merger or any other transaction contemplated hereby by this Agreement or by the other Transaction Documentsthat would otherwise cause a Company Material Adverse Effect or a Parent Material Adverse Effect; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity court of competent jurisdiction restrainingdismisses or renders a final decision denying a Governmental Entity’s request for an injunction in such suit, enjoining action or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfiedproceeding, then four (4) Business Days following such dismissal or decision, this condition to closing shall, with respect to such suit, action or proceeding, thereafter be deemed satisfied whether or not such Governmental Entity appeals the failure to obtain decision of such court or make such Approval shall not cause files an administrative complaint before the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectFederal Trade Commission.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST Company and the Trust Merger Subsidiary to consummate the Recapitalization Merger are subject to the satisfaction (or, or waiver at or prior to the extent permitted by applicable Law, waiver by each party) Effective Time of the following conditions: (ai) the borrowings under Amendment shall have been approved by the AIA SPV Intercompany Loan Agreement affirmative vote of holders of two-thirds of the votes of the Company's outstanding capital stock entitled to vote for directors, with the Class A Shares and the ALICO SPV Intercompany Loan Class B Shares voting together as a single class (and with the holders of Class B Shares entitled to four votes per share), and the articles of amendment of the Company giving effect to the Amendment shall have been filed with the Secretary of State of the State of South Carolina and become effective and (ii) this Agreement shall be sufficient have been approved by the affirmative vote of (x) holders of two-thirds of the votes of the Company's outstanding capital stock entitled to repay vote for directors, with the Class A Shares and the Class B Shares voting together as a single class (and with the holders of Class B Shares entitled to one vote per share), and (y) a majority of the votes cast at the Closing all outstanding Loans Company Shareholders Meeting (with the Class A Shares and the Class B Shares voting together as a single class with accrued and unpaid interest thereon and each having one vote per share) but excluding any other amounts outstanding under votes cast by the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in fullContinuing Shareholders; (b) there shall not be any law or regulation that makes consummation of the AIG Stockholder Approval Merger illegal or otherwise prohibited and no judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining the Company or Merger Subsidiary from consummating the Merger shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIGentered; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act;and (c) the financial condition waiting period applicable to the consummation of AIGthe Merger under the HSR Act shall have expired or been terminated, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) requirements of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Canadian Competition Act shall have been obtained or made satisfied and, other than the filings provided for in form Sections 2.01 and substance reasonably satisfactory to the FRBNY2.02, the UST all notices, reports and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so other filings required to be made or obtained in order prior to consummate the transactions contemplated Effective Time by the Transaction DocumentsCompany or any of its Subsidiaries or Merger Subsidiary with, then such Person may requireand all consents, upon registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or any of its Subsidiaries or Merger Subsidiary from, any Governmental Authority in connection with the execution and delivery of written notice thereof to the other parties hereto, that such Approval be obtained before this Agreement and consummation of the Closing; (e) no provision of any applicable Law shall prohibit Merger and the consummation of the transactions contemplated hereby or Transactions by the other Transaction Documents; provided thatCompany and Merger Subsidiary shall have been made or obtained (as the case may be), if except those that the failure to make or obtain would not, individually or make any Approval would not cause in the condition set forth in Section 10.01(d) not aggregate, be reasonably expected to be satisfied, then have a Material Adverse Effect on the failure to obtain Company or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of the type specified in this Section 10.01(f); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effectMerger Subsidiary.

Conditions to the Obligations of Each Party. The obligations of AIG, the AIA SPV, the ALICO SPV, the FRBNY, the UST and the Trust parties to consummate the Recapitalization Merger are subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by each party) Merger Effective Time of the following conditions: (a) the borrowings under the AIA SPV Intercompany Loan this Agreement and the ALICO SPV Intercompany Loan Agreement Merger shall be sufficient to repay at have been adopted and approved by the Closing all outstanding Loans together with accrued and unpaid interest thereon and any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination requisite vote of the FRBNY Credit Facility) in fullstockholders of the Company; (b) this Agreement, the AIG Stockholder Approval Merger and the issuance of shares of SES Common Stock in the Merger shall have been obtained adopted and approved by the requisite vote of the stockholders of SES in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 ActDGCL; (c) none of the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, parties hereto shall be reasonably acceptable subject to any Law, order, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity of competent jurisdiction that prohibits the FRBNY, consummation of the UST, Merger or makes the Trust and AIGconsummation of the Merger illegal; (d) all Approvals set forth on Section 10.01(d) the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) Registration Statement shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated issued by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to SEC and no proceeding for that purpose shall have been initiated by the other parties hereto, that such Approval be obtained before consummation of the ClosingSEC and not concluded or withdrawn; (e) no provision of any applicable Law shall prohibit the consummation issuance of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not shares of SES Common Stock to be satisfiedissued as the Common Stock Merger Consideration shall have been appropriately registered under the Securities Act and registered, then the failure to obtain qualified or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfiedqualified for exemption under applicable state securities Laws; (f) there no Governmental Entity having jurisdiction over any party hereto shall not be in effect have enacted, issued, promulgated, enforced or entered any order, writ, assessment, decision, injunction, judgment, decree, ruling, writ, assessment ruling or arbitration award by judgment of a Governmental Entity (any of competent jurisdiction restrainingthe foregoing, enjoining an “Order”), whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibiting prohibit consummation of the Merger or the other transactions contemplated by this Agreement; (g) the SES Board shall have received an opinion from the Financial Advisor to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the terms of the Merger are fair, from a financial point of view, to SES and its stockholders, and such opinion shall not have been rescinded or revoked; (h) SES shall have received the consent of the holders of the SES Debentures and the SES Common Stock Warrants and such consent shall be effective at the Merger Effective Time; (i) the Existing GTI Agreement shall have been terminated and the New GTI Agreement shall have been negotiated and executed by SES and the Gas Technology Institute; (j) SES has executed share exchange agreements with Batchfire Resources Pty Ltd shareholders (on terms and conditions acceptable to SES) and such agreements are effective and unconditional and, immediately following completion of the transaction contemplated by such agreements, SES will hold (in aggregate, whether directly or indirectly) at least 25% of the issued and outstanding share capital of Batchfire Resources Pty Ltd (the “Batchfire Share Exchange”); and (k) all necessary governmental and other third-party consents and approvals for the consummation of the transactions contemplated by the Transaction Documents; provided thatthis Agreement shall have been obtained (including, if the failure Foreign Acquisitions and Takeovers Axx 0000 (Cth) (“FIRB Act”) applies to obtain the transactions contemplated by this Agreement, (i) the Treasurer of the Commonwealth of Australia (“Treasurer”) (or the Treasurer’s delegate) has provided a written no objections notification to the transactions contemplated by this Agreement without conditions or with conditions that the Party to which the conditions will apply considers to be acceptable (acting reasonably); or (ii) following notice of the transactions contemplated by this Agreement being given to the Treasurer under the FIRB Act, the Treasurer has ceased to be empowered to make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award order under Part 3 of the type specified in this Section 10.01(fFIRB Act because the applicable time limit on making orders and decisions under the FIRB Act has expired); and (g) each party shall have received executed counterparts to each of Transaction Documents to be entered into at the Closing to which it is a party from each of the other parties thereto and such Transaction Documents shall be in full force and effect.

Conditions to the Obligations of Each Party. The obligations of AIGComet, the AIA SPV, the ALICO SPV, the FRBNY, the UST FindWhat and the Trust Subcorp to consummate the Recapitalization are Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by each party) of the following conditions: (a) This Agreement, the borrowings under the AIA SPV Intercompany Loan Agreement Merger, and the ALICO SPV Intercompany Loan Agreement transactions contemplated hereby shall be sufficient to repay at have been approved and adopted by Comet Stockholders in the Closing all outstanding Loans together with accrued and unpaid interest thereon and manner required by any other amounts outstanding under the FRBNY Credit Facility (including any fees or other amounts that may become due upon termination of the FRBNY Credit Facility) in full;Applicable Law. (b) the AIG Stockholder Approval shall have been obtained in accordance with the rules of the New York Stock Exchange, Delaware Law and the certificate of incorporation and bylaws of AIG; provided that, for the avoidance of doubt, 20 calendar days shall have elapsed since the date that AIG sent or gave the AIG Information Statement to its stockholders in accordance with clause (b) of Rule 14c-2 promulgated under the 1934 Act; (c) the financial condition of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization and the ratings profile of such companies, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG; (d) all Approvals set forth on Section 10.01(d) of the AIG Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained or made in form and substance reasonably satisfactory to the FRBNY, the UST and AIG and shall be in full force and effect; provided, that if any Approval is not set forth on Section 10.01(d) of the AIG Disclosure Schedule, but is nevertheless reasonably determined by any of the FRBNY, the UST or AIG to be so required to be made or obtained in order to consummate the transactions contemplated by the Transaction Documents, then such Person may require, upon delivery of written notice thereof to the other parties hereto, that such Approval be obtained before consummation of the Closing; (e) no No provision of any applicable Applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(e) not to be satisfied; (f) there shall not be in effect any orderregulation and no judgment, injunction, judgmentorder, decree, ruling, writ, assessment or arbitration award by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that, if the failure to obtain or make any Approval would not cause the condition set forth in Section 10.01(d) not to be satisfied, then the failure to obtain or make such Approval shall not cause the condition set forth in this Section 10.01(f) not to be satisfied notwithstanding that any such failure may result in any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of any Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to compliance with Applicable Law shall prohibit or enjoin the type specified in consummation of the Merger or the transactions contemplated by this Section 10.01(f); andAgreement or limit the ownership or operation by FindWhat, Comet or any of their respective subsidiaries of any material portion of the businesses or assets of FindWhat or Comet. (gc) each party There shall have received executed counterparts not be pending any Action (i) challenging or seeking to each restrain or prohibit the consummation of Transaction Documents to be entered into at the Closing to which it is a party from each Merger or any of the other parties thereto transactions contemplated by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by FindWhat, Comet or any of their respective subsidiaries of, or to compel FindWhat, Comet or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of FindWhat, Comet or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of FindWhat to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit FindWhat or any subsidiary of FindWhat from effectively controlling in any material respect the business or operations of FindWhat or the subsidiaries of FindWhat. (d) Ernst & Young LLP shall have delivered to FindWhat and to Comet (for the benefit of FindWhat, Subcorp, Comet and the Comet Stockholders) an opinion, dated the Effective Time, in substantially the form attached hereto as Exhibit I, that on the basis of facts, representations and assumptions set forth in such Transaction Documents opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such an opinion, Ernst & Young LLP may rely upon the representations of Comet made in the Statement of Facts and Representations delivered to Ernst & Young LLP on or before the Closing Date. (e) The Appraisal Exercise Period shall be in full force and effecthave expired.