Common use of Consents and Approvals; No Violation Clause in Contracts

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor the consummation by PSP of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP(a) Except as set forth in Schedule 3.4, neither the execution and delivery of this Agreement and the CIBBV Exchange Agreement by C&W, nor the consummation sale by PSP C&W or Navona of the transactions contemplated hereby will: PLD Interest or the Holdings Shares pursuant to this Agreement, will (i) conflict with or result in any breach of any provision of its partnership agreement; the Articles of Incorporation or Bylaws, or similar charter documents, of C&W, Navona or Holdings, (ii) other than as may be required as a result of the identity of Buyer or any of Buyer's successors or assigns, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority to be made or obtained by C&W, except (A) in connection with the applicable requirementsNavona or Holdings, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, license, agreement or other instrument or obligation to which PSP C&W, Navona or Holdings or by which C&W, Navona or Holdings or any of their respective assets (except that no representation or warranty is made as to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which PLD, PeterStar or Belcel, but not C&W, Navona or Holdings, is a party or any of its properties by which PLD, PeterStar or assets Belcel, but not C&W, Navona or Holdings, are bound) may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation or acceleration) as to which requisite waivers or consents have been obtained, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP C&W, Navona or its properties Holdings or assetsany of their respective assets (except that no representation or warranty is made as to any order, except for violations which would writ, injunction, decree, statute, rule or regulation applicable to PLD, PeterStar or Belcel, but not in the aggregate have a material adverse effect on PSP C&W, Navona or adversely affect the ability of PSP to consummate the transactions contemplated herebyHoldings).

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent or Merger Sub of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementArticles of Incorporation (or other similar documents) or By-Laws (or other similar documents); (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, and the rules and regulations promulgated thereunder, (CB) the filing of appropriate documents with the Certificate relevant authorities of other states in which Parent or Merger pursuant Sub is authorized to the CRLPAdo business, (DC) as may be required by any applicable state securities or takeover laws, (D) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP is a party Parent or Merger Sub or any of its properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSP Material Adverse Effect or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect; or (ivv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 4(e) are duly and timely obtained or mademade and the approval of the Merger and the approval of this Agreement by Parent’s stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or Merger Sub or to any of its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP Material Adverse Effect or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval the accuracy of the Merger and representation set forth in the first sentence of this Agreement by the limited partners of PSPSection 4.6, neither the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation by PSP of the transactions contemplated hereby will: will (ia) violate or conflict with or result in any breach of any provision of its partnership agreement; the certificate of incorporation or bylaws of the Company, (iib) require any consent, waiver, approval, authorization or permit Permit of, or filing with or notification to, any governmental or regulatory authority, Governmental Authority except (Ai) in connection with as may be required under the HSR Act or any applicable requirements, if any, of the Hart-Scott-Rodino foreign antitrust or competition Laws (“Foreign Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"Laws”), (Xii) xxrsuant to the applicable requirements of any federal or state securities Laws, including compliance with the federal securities laws Exchange Act and the rules and regulations promulgated thereunder, (Ciii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger pursuant to with the CRLPA, (D) as may be required by any applicable state securities or takeover lawsSecretary of State of the State of Delaware, or (Eiv) where the failure to obtain such consentapplicable requirements of NASDAQ, approval(c) violate, authorization or permitconflict with, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provisions of, or constitute require any Consent or result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any noteMaterial Contract, license(d) result in (or, mortgagewith the giving of notice, agreement the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company (other instrument than Permitted Liens or obligation a Lien created by Parent or Merger Sub) or (e) violate any Law or Order applicable to the Company or by which PSP is a party or any of its properties assets are bound (assuming receipt of the Stockholder Approval), except, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not reasonably be expected to have a material adverse effect on PSP its ability to perform its obligations under this Agreement or adversely affect the ability of PSP to consummate the transactions contemplated hereby; by this Agreement or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of Except as set forth in Schedule 3.4 (the Merger and of this Agreement by the limited partners of PSP"Required Consents"), neither the execution and delivery by Clark USA, Seller nor Retail Sub of this Agreement nor the consummation consumxxxxxn by PSP Clark USA, Seller or Retail Sub of the transactions contemplated hereby will: xxxxxy will (i) conflict with or result in any a breach of any provision of its partnership agreement; the charter or bylaws of Clark USA, Seller or Retail Sub, (ii) require any consent, waiverapprovxx, approval, authorization xuthorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPAHSR Act, and (DB) as may be required by any applicable state securities which, if not obtained or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notificationmade, would not prevent or delay in any material respect the aggregate have a material adverse effect on PSP or adversely affect the ability consummation of PSP to consummate the transactions contemplated hereby; by this Agreement or otherwise prevent Clark USA, Seller or Retail Sub from performing its obligations uxxxx this Agreement in any material respect or have, individually or in the aggregate, a Material Adverse Effect, (iii) require the consent or approval of any person (other than a Governmental Authority) or violate or conflict with, or result in a violation or breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation cancellation, amendment or acceleration) under acceleration under, or result in the creation of a Lien on any of the Assets under, any of the terms, conditions or provisions of any note, license, mortgage, agreement contract or other instrument or obligation license to which PSP Clark USA, Seller or Retail Sub is a party or any of its properties or assets may be by which the Assets xxx bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations violate or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Clark USA, Seller or its properties Retail Sub or assetsthe Business, except for violations in the caxx xx clause (iii) or (iv) any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults which, individually or in the aggregate, would not materially impair the conduct of the Business or result in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyLiabilities.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution ------------------------------------ and delivery of this Agreement by SLC nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; SLC's certificate of incorporation or bylaws, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxH-S-R Act"), (XB) xxrsuant to the applicable requirements of the federal securities laws such filings and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) approvals as may be required by any applicable state under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the "blue sky", takeover or securities or takeover lawslaws of various states, or (EC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP prevent or adversely affect the ability delay consummation of PSP to consummate the transactions contemplated herebyby this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP SLC or any of SLC's subsidiaries is a party or by which any of its properties them or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have result in a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebySLC; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP SLC, any of SLC's other subsidiaries or its properties or any of their respective assets, except for violations which would not result in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebySLC.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (i) conflict with or result in any breach or violation of any provision of its partnership agreement; the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with pursuant to the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Exchange Act, (XB) xxrsuant filing a certificate of merger pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderDGCL, (C) filings under the filing HSR Act and the termination of the Certificate of Merger pursuant to the CRLPA, waiting periods thereunder or (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 4.4 are duly and timely which if not obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would made will not in the aggregate have a material adverse effect on PSP Material Adverse Effect or adversely affect prevent or materially delay consummation of the ability of PSP to consummate Offer or the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by PSP of the transactions contemplated hereby will: will (ia) violate or conflict with or result in any breach of any provision of its partnership agreement; the respective Certificate of Incorporation or Bylaws (iior other similar governing documents) of Parent or Merger Sub, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) in connection with as may be required under the applicable requirements, if any, of the Hart-Scott-Rodino HSR Act and any Foreign Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Laws, (Xii) xxrsuant to the applicable requirements of the federal securities laws Exchange Act and the rules and regulations promulgated thereunder, or (Ciii) the filing and recordation of appropriate merger documents as required by the Certificate of Merger pursuant to the CRLPACorporation Law, (Dc) as may be required by any applicable state securities violate, conflict with or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP Parent or Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Subsidiaries (including Merger Sub) or assetsby which any of their respective assets are bound, except for violations which that in each of clauses (b), (c) or (d) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such violations, conflicts, breaches or defaults would not not, individually or in the aggregate have a material adverse effect on PSP aggregate, reasonably be expected to prevent, materially impede or adversely affect materially delay the ability consummation of PSP to consummate the transactions contemplated herebyhereby or otherwise affect Parent’s or Merger Sub’s ability to satisfy its obligations hereunder.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation by PSP of the transactions contemplated hereby will: will (ia) violate or conflict with or result in any breach of any provision of its partnership agreement; the respective certificates of incorporation or bylaws of Parent or Purchaser, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) in connection with as may be required under the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant to the applicable requirements of the federal securities laws Securities Act and the Exchange Act and the rules and regulations promulgated thereunderthereunder (including with respect to the Offer Documents), (Ciii) the filing and recordation of the Certificate of Merger pursuant to as required by the CRLPACorporation Law, (Div) as may be required by any the applicable state securities or takeover lawsrequirements of NASDAQ, or and (Ev) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have, individually or in the aggregate have aggregate, a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby; , (iiic) violate, or conflict with, or result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default (default, or give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right), under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSP Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby; hereby or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent, Purchaser or its properties any of their respective Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not have, individually or in the aggregate have aggregate, a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Acquiror or Merger Sub nor the consummation by PSP of the transactions contemplated hereby will: nor compliance by Acquiror or Merger Sub with any provisions herein will (ia) violate, contravene or conflict with or result in any breach of any provision of its partnership agreement; the respective Certificate of Incorporation or Bylaws (iior other similar governing documents) of Acquiror or Merger Sub, (b) to the Knowledge of the Acquiror, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) in connection as may be required under the HSR Act, and any foreign antitrust, investment or competition-related Laws (ii) compliance with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal Exchange Act, the Securities Act and state securities laws or “blue sky” Laws and the rules and regulations promulgated thereunder, (Ciii) the filing of appropriate merger documents as required by the Certificate of Merger pursuant to the CRLPACorporation Law, (Dc) as may be required by any applicable state securities violate, conflict with or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, licenseContract, mortgage, agreement indenture or other instrument or obligation to which PSP Acquiror or Merger Sub or any of their respective Subsidiaries is a party or by which Acquiror or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Acquiror or any of its properties Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not in the aggregate have a material adverse effect on PSP case of clauses (b), (c) and (d) as would not, individually or adversely affect in the ability aggregate, reasonably be expected to prevent or materially delay the consummation of PSP the transactions contemplated hereby. The sole stockholder of Merger Sub has approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger. No vote of Acquiror’s stockholders is necessary to consummate approve this Agreement or any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its partnership agreement; Subsidiaries, (iib) except as set forth on Schedule 3.4(b), require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirements, if any, requirements of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (Div) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, laws or (Ev) where the failure to obtain such consentconsents, approvalapprovals, authorization authorizations or permitpermits, or to make such filing filings or notificationnotifications, would not in the aggregate have a material adverse effect Company Material Adverse Effect, (c) except as set forth on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which any of its properties them or any of their respective assets may be bound, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; Company Material Adverse Effect, or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 3.4 are duly and timely obtained or mademade and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to PSP the Company or any of its properties Subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by National City nor the consummation by PSP National City of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization certificate of incorporation or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, by-laws of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")National City, (Xb) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderviolate, (C) the filing of the Certificate of Merger pursuant to the CRLPAconflict with, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right Lien upon any of terminationthe properties or assets of National City or any National City Subsidiary under, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, mortgagelease, agreement or other instrument or obligation to which PSP National City or any National City Subsidiary is a party or to which they or any of its their respective properties or assets may be boundare subject, except for such violations, breaches and defaults whichconflicts, breaches, defaults, terminations, accelerations or creations of Liens, which will not have nor reasonably expected to have, individually or in the aggregate, would not have a material adverse effect on PSP Material Adverse Effect, or adversely affect (c) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority, except (i) pursuant to the ability Exchange Act and the Securities Act, (ii) filing the Delaware Certificate of PSP to consummate Merger, (iii) filings with, and approval by, the transactions contemplated hereby; or FRB, (iv) assuming filings with, and approvals by the OTS, (v) filings with, and approvals required under securities or blue sky Laws of the various states (vi) filings with, and approvals by, state regulatory agencies (including, but not limited to, other state bank and insurance regulatory agencies) as may be required (collectively, the “State Entities”), (vii) filings and approvals pursuant to any applicable state takeover Law, or (ix) consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 4.4 are duly and timely which, if not obtained or mademade will not have nor reasonably expected to have, violate any order, writ, injunction, decree, statute, rule individually or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have aggregate, a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its partnership agreement; Subsidiaries, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”) except (Ai) in connection with as may be required under the applicable requirements, if any, of the HartHxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”) or applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (Xii) xxrsuant to the applicable requirements of the federal securities laws Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, thereunder and (Ciii) the filing and recordation of appropriate merger documents as required by the Certificate of Merger pursuant to the CRLPACorporation Law, (Dc) as may be required by require any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization waiver or permit, approval or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which the Company or any of its properties Subsidiaries or any of their respective assets may be boundbound the absence of which consent, except for such violationswaiver or approval or the occurrence of which default or right would reasonably be expected to have a Material Adverse Effect on the Company, breaches and defaults which, (d) result in the aggregatecreation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries which would not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; Company or (ive) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or assets, except for violations by which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability any of PSP to consummate the transactions contemplated herebytheir respective assets are bound.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent or Newco nor the consummation by PSP Parent and Newco of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreementthe Articles of Incorporation or the By-Laws, respectively, of Parent or Newco; (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirements, if any, requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate Articles of Merger pursuant to the CRLPABCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (Div) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of a Pre-Merger Notification Form with the German Federal Cartel Office pursuant to the German Act Against Restraints of Competition (the "AARC") and such other filings, consents, approvals, orders, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any assets, (vi) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement or (Evii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; (iiic) except as set forth in Schedule 6.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Parent or any of its properties or assets Significant Subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 6.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval Except as set forth in Section ------------------------------------ ------- 4.5 of the Merger and of this Agreement by the limited partners of PSPCompany Disclosure Schedule, neither the execution and delivery of --- this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (i) conflict with or result in any breach or violation of any provision of its partnership agreement; the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with pursuant to the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Exchange Act, (XB) xxrsuant filing a certificate of merger pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderDGCL, (C) filings under the filing HSR Act and the termination of the Certificate of Merger pursuant to the CRLPAwaiting periods thereunder, (D) as may be required by any applicable state securities consents, approvals, authorizations, permits, filings or takeover lawsnotifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger, or (E) where the failure approval of or notice to obtain such consent, approval, authorization any Educational Agency with jurisdiction over Company or permit, or to make such filing or notification, would not in Schools for the aggregate have a material adverse effect on PSP or adversely affect the ability consummation of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise by this Agreement and the transfer of ownership of Schools to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyPurchaser.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the by GREAT, its consummation by PSP of the transactions contemplated hereby will: nor its compliance with any of the provisions hereof will (ia) conflict with or result in any the breach of any provision of its partnership agreementthe Charter Documents; (iib) require any consent, waiver, approval, order or authorization or permit of, or registration, qualification, designation or filing with or notification to, any governmental or regulatory authority, the failure of which to obtain would have a Material Adverse Effect, except for (Ai) the filing with the SEC of a Form D and such other documents as may be required in connection with this Agreement and the other Common Shares being issued in the Private Placement and the obtaining from the SEC of such orders as may be so required, (ii) the filing of such documents with, and the obtaining of orders from, the various state securities authorities that are required in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended transactions contemplated by this agreement and (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Ciii) the filing of an additional listing application and the Certificate listing of Merger the Purchased Common Shares to be issued pursuant to this Agreement and the CRLPAother Common Shares to be issued in the Private Placement, (D) as may be required contemplated by any applicable state securities or takeover laws, Section 5.1(c); or (Ec) where the failure to obtain such consent, approval, authorization conflict with or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation any breach or breach of, or constitute a default (with or give rise to without notice or lapse of time or both) or violate any right of terminationloan agreement, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement indenture, lease or other instrument or obligation to which PSP is a party or any of its properties or assets may be boundobligation, except for such violationsinstrument, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP GREAT or its Subsidiaries or any of their respective properties or assetsassets where such conflicts, except for breaches, defaults or violations which would not would, in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of Neither the Merger execution and ------------------------------------ delivery of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement SLC nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; SLC's certificate of incorporation or bylaws, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxH-S-R Act"), (XB) xxrsuant to the applicable requirements of the federal securities laws such filings and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) approvals as may be required by any applicable state under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the "blue sky", takeover or securities or takeover lawslaws of various states, or (EC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP prevent or adversely affect the ability delay consummation of PSP to consummate the transactions contemplated herebyby this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP SLC or any of SLC's subsidiaries is a party or by which any of its properties them or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have result in a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebySLC; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP SLC, any of SLC's other subsidiaries or its properties or any of their respective assets, except for violations which would not result in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebySLC.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; the respective Certificate of Incorporation or Bylaws (iior other similar governing documents) of the Company or any Company Subsidiary, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental foreign, Federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”) except (Ai) in connection with as may be required under the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”), or applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (Xii) xxrsuant to for the applicable requirements of the federal securities laws U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; thereunder and (iii) for the applicable requirements under the DGCL, (c) require any consent, waiver or approval under or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, mortgagecontract, agreement or other instrument or obligation to which PSP the Company or any Company Subsidiary is a party or by which any of its properties them or any of their respective assets may be are bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiary other than Permitted Liens or (e) violate any Law or order, writ injunction or decree applicable to the Company or any Company Subsidiary or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for such violationsany of the foregoing that are not reasonably likely to have, breaches and defaults which, individually or in the aggregate, would not have a material adverse effect on PSP Material Adverse Effect or adversely affect prevent or materially delay the ability consummation of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. Assuming approval of (a) Other than obtaining the Merger consent set forth on Schedule 6.2, the Buyer Required Regulatory Approvals and of this Agreement by the limited partners of PSPSeller Required Regulatory Approvals, neither the execution and delivery of this Agreement and the Related Agreements by Buyer, the purchase by Buyer of the Acquired Assets or the assumption by Buyer of the Assumed Obligations pursuant to this Agreement nor the consummation performance by PSP of Buyer under this Agreement or the transactions contemplated hereby Related Agreements will, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect: (i) conflict with or result in any breach of any provision of its partnership agreement; the Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, (ii) require Buyer or its Affiliates to obtain any consent, waiver, approval, authorization or permit of, or require Buyer or its Affiliates to make any filing with or notification provide any notice to, any governmental or regulatory authority, Governmental Entity except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (Ex) where the Buyer’s failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not individually or in the aggregate aggregate, have a material adverse effect on PSP Buyer Material Adverse Effect, or adversely affect (y) for those requirements that become applicable to Buyer as a result of the ability specific regulatory status of PSP Seller (or any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which Seller (or any of its Affiliates) is or propose to be engaged; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP Buyer or any of Buyer’s Subsidiaries is a party or by which any of its properties or their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation or acceleration) as to which requisite waivers or consents have been obtained or will have been obtained prior to Closing or that would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyBuyer Material Adverse Effect; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to PSP Buyer, or any of its properties or assets, except for violations which would not violation, individually or in the aggregate would reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyBuyer Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger that all consents, approvals, authorizations and of other actions described in this Agreement by the limited partners of PSPSection 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, neither the execution and delivery of this Agreement nor does not, and the consummation by PSP of the transactions contemplated hereby will: and compliance with the provisions of this Agreement will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) conflict with the Company Charter or result in any breach of any provision of its partnership agreementthe Company Bylaws; (ii) require the comparable charter or organizational documents of any consentof the Company’s Subsidiaries; (iii) any Company Contract; or (iv) any judgment, waiverorder, approvaldecree, authorization injunction, statute, Law, ordinance, rule or permit regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such violations, defaults, rights or Encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the applicable requirements, if any, execution and delivery of this Agreement by the Company or is necessary for the consummation by the Company of the Hart-Scott-Rodino Antitrust Improvements Act of 1976Merger, as amended the Subsequent Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the "XXX Xxx"), (X) xxrsuant to the applicable requirements provisions of the federal securities laws HSR Act, the Securities Act and the rules and regulations promulgated thereunder, Exchange Act; (Cii) the filing of the Certificate of Merger pursuant and the filing of the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the CRLPAdo business; (iii) such filings, (D) authorizations, orders and approvals as may be required by any to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.13; (v) applicable state securities or takeover lawsrequirements, or if any, of Blue Sky Laws and Nasdaq; and (Evi) where such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made would not, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP Company Material Adverse Effect or adversely affect materially impair the ability of PSP the Company to consummate perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or (iv) assuming hereby by the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany.

Consents and Approvals; No Violation. Assuming approval of Neither the Merger execution and ------------------------------------ delivery of this Agreement by Parent and the limited partners of PSP, neither the execution and delivery of this Agreement Purchaser nor the consummation by PSP Parent and the Purchaser of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; their respective Certificates of Incorporation or Bylaws, or (ii) assuming compliance with the matters referred to in clause (iii) below, constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Parent or the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement or other agreement, instrument, obligation, permit, concession, franchise, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Purchaser, or to which either of them or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a material adverse effect on Parent and its Subsidiaries taken as a whole, or (iii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission or other governmental or regulatory authorityauthority or instrumentality, domestic or foreign, including Educational Agencies (a "Governmental Entity"), except (A) in connection with pursuant to ------------------- the applicable requirementsExchange Act, if any(B) filing a certificate of merger or certificate of ownership, of as the Hartcase may be, pursuant to the DGCL, (C) filings required under the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to and the applicable requirements termination of the federal securities laws and the rules and regulations promulgated waiting ------- periods thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities consents, approvals, authorizations, permits, filings or takeover lawsnotifications which if not obtained or made will not, individually or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate aggregate, have a material adverse effect on PSP Parent and its Subsidiaries taken as a whole or adversely affect prevent or materially delay consummation of the ability Offer or the Merger, or (E) the approval of PSP or notice to consummate any Educational Agency with jurisdiction over Company or Schools for the consummation of the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise by this Agreement and the transfer of ownership of Schools to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyPurchaser.

Consents and Approvals; No Violation. Assuming approval of Neither the Merger and of this Agreement by the limited partners of PSP, neither the ------------------------------------ execution and delivery of this Agreement by Acquiror nor the consummation by PSP Acquiror of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe Restated Certificate of Incorporation and the Restated By-Laws of Acquiror; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other Person, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act and the rules and regulations promulgated thereunderExchange Act, (C) the filing of the Certificate of Merger and the Articles of Merger pursuant to the CRLPADGCL and the BCA, respectively, and appropriate documents with the relevant authorities of other states in which Acquiror is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, or (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (F) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country, (G) filings with, and approval of, the NYSE or, (H) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of PSP Acquiror to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Acquiror or any of its properties subsidiaries or any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSP Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of PSP Acquiror to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 5.2(e) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Acquiror or any of its properties subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of PSP Acquiror to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval (a) Other than obtaining the consents of third parties set forth on Schedule 5.3(a) (the Merger “Seller Third-Party Consents”), the Seller Required Regulatory Approvals and of this Agreement by the limited partners of PSPBuyer Required Regulatory Approvals, neither the execution and delivery of this Agreement nor and the consummation Related Agreements by PSP Seller, the sale by Seller of the transactions contemplated hereby Acquired Assets pursuant to this Agreement, the assignment by Seller of the Assumed Obligations pursuant to this Agreement, nor Seller’s performance under this Agreement or the Related Agreements will: (i) conflict with or result in any breach of any provision of its partnership agreementthe Certificate of Incorporation or Bylaws of Seller; (ii) require Seller or any of its Affiliates to obtain any consent, waiver, approval, authorization or permit of, or require Seller or any of its Affiliates to make any filing with or notification provide any notice to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (Ex) where the Seller’s failure to obtain such consent, approval, authorization or permitPermit, or to make such filing or notification, would not reasonably be expected, individually or in the aggregate aggregate, to have a material adverse effect on PSP Material Adverse Effect or adversely affect (y) for those requirements that become applicable to Seller as a result of the ability specific regulatory status of PSP Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in any Encumbrance (other than a Permitted Encumbrance) on the Acquired Assets) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP Seller is a party or by which Seller or any of its properties or assets the Acquired Assets, may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation or acceleration or resulting Encumbrance (other than a Permitted Encumbrance)) as to which requisite waivers or consents have been obtained or will have been obtained prior to Closing or that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) violate any Law or Order applicable to Seller or any of the Acquired Assets, which violation, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of Neither the Merger execution and ------------------------------------ delivery of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementCertificate of Incorporation or Bylaws; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act and the rules and regulations promulgated thereunderExchange Act, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, or (E) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust laws of any foreign country or, (F) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP the Company or any of its subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect on the Company; or (ivv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 5.2(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by SunTrust and Sub nor the consummation by PSP SunTrust and Sub of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization articles of incorporation or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")bylaws, (Xb) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderviolate, (C) the filing of the Certificate of Merger pursuant to the CRLPAconflict with, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right lien or other encumbrance upon any of terminationthe properties or assets of SunTrust or any of SunTrust's subsidiaries under, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, mortgagelease, agreement or other instrument or obligation to which PSP SunTrust or any of SunTrust's subsidiaries is a party or to which they or any of its their respective properties or assets may be boundare subject, except for such violations, breaches and defaults conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, either individually or in the aggregate, would will not have a material adverse effect on PSP Material Adverse Effect, (c) constitute or adversely affect result in a violation of any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject, except for the ability consents, approvals and notices set forth below and except for such violations which, either individually or in the aggregate, will not have a Material Adverse Effect, or (d) require any consent, approval, authorization or permit of PSP or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, including, but not limited to, authorities, agencies and the staff's thereof regulating financial institutions, domestic (whether federal, state, municipal or local) or foreign ("Governmental Entity"), except (i) pursuant to consummate the transactions contemplated hereby; Exchange Act and the Securities Act, (ii) filing the Virginia Articles of Merger, (iii) filings required under the securities or blue sky laws of the various states, (iv) assuming the applications, notices, reports and other filings required to be made in connection with the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Crestar Act of 1956, as amended (the "BHC Act"), (v) the approvals of any other Governmental Entities pursuant to state banking laws and regulations (the "Regulatory Approvals"), (vi) filings and approvals pursuant to any applicable state takeover law, (vii) pursuant to the rules of the New York Stock Exchange or (viii) consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 4.4 are duly and timely which, if not obtained or mademade will not, violate any order, writ, injunction, decree, statute, rule individually or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company or the Company Stockholders, nor the consummation by PSP the Company or the Company Stockholders of the transactions contemplated hereby by this Agreement, will: (i) conflict with or result in any breach of any provision of its partnership agreement; (iia) require any consent, waiver, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Ci) the filing of the a Certificate of Merger pursuant to the CRLPAin accordance with Delaware Law and Georgia Law, (Dii) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as may be required transactions of the nature contemplated by any applicable state securities or takeover lawsthis Agreement, or which consents and approvals are listed on Schedule 3.4, (Eiii) where the failure to obtain such consent, approval, authorization authorization, or permit, or to make such filing or notification, would is not reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement, or (iv) approvals required pursuant to the HSR Act; (iiib) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, or acceleration) under any of the terms, conditions conditions, or provisions of any notecontract, license, mortgage, commitment or similar agreement or other instrument or obligation to which PSP is a party the Company or any of its properties or assets may be boundthe Subsidiaries is a party, except (i) as set forth on Schedule 3.4 or (ii) for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation, or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement; or (ivc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 4.4 are duly and timely obtained or made3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to PSP the Company, any of the Subsidiaries, or its properties or any of their assets, except for violations which would are not reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement. The Company is not in violation of its charter or bylaws.

Consents and Approvals; No Violation. Assuming approval of Except as set forth in SECTION 3.6 OF THE COMPANY DISCLOSURE LETTER and subject to obtaining the Merger Company Stockholder Approval, neither the execution, delivery and performance by the Company of this Agreement by or any of the limited partners of PSP, neither the execution and delivery of this Agreement Ancillary Documents nor the consummation by PSP the Company of the transactions contemplated hereby or thereby will: (i) violate, conflict with or result in any a breach of any provision of the Certificate of Incorporation or By-Laws of the Company or of any of its partnership agreementSubsidiaries; (ii) require violate any consentLaws applicable to the Company or any of its Subsidiaries or their respective properties or assets, waiverexcept for violations which, approvalindividually or in the aggregate, authorization or permit would not reasonably be expected to have a Company Material Adverse Effect; (iii) result in a breach of any provision of, constitute a default (or filing an event which, with notice or notification tolapse of time or both, would constitute a default) under, or impair the Company's rights or alter the rights or obligations of any governmental third party under, or regulatory authoritygive to others any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Encumbrance upon any of the material properties or assets of the Company or any of its Subsidiaries under any Company Material Contract (as defined in Section 3.19), except for any of the foregoing matters specified in the foregoing clause which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in connection with Section 1.3 hereof, (B) the filings required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Securities Act, any applicable requirements, if any, state securities or "blue sky" Laws or the rules and regulations of the HartNYSE and (C) the filing of a premerger notification and report form by the Company under the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR ACT"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by or any applicable state securities foreign or takeover lawssupranational antitrust and competition Laws, or (E) where the failure to obtain such require any consent, approval, order or authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (declaration, filing or give rise to registration with, any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Governmental Entity or any other Person, the lack of its properties or assets may be bound, except for such violations, breaches and defaults which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violation. Assuming Except as set forth on the Company Disclosure Letter delivered to the Parent as of the date of this Agreement (the "Company Disclosure Letter"), and except for any required approval of the Merger by the stockholders of the Company and the filing of the Delaware Certificate of Merger in accordance with the DGCL, neither the execution, delivery and performance of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement Company nor the consummation by PSP it of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe Certificate of Incorporation or By-Laws of the Company; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-ScottXxxxx-Rodino Antitrust Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (XB) xxrsuant to in connection with the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect, and (D) for any requirements which became applicable to the Company as a result of the specific regulatory status of the Parent or adversely affect the ability Purchaser or as a result of PSP any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a violation or breach ofdefault under, or constitute a default (or give rise to any right of termination, amendment, cancellation or acceleration) under acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, mortgagecontract, agreement or other instrument or obligation of any kind to which PSP the Company is a party or by which the Company or any of its properties or assets may be bound, except for any such violationsbreach, breaches and defaults default or right as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; or (iv) assuming compliance with the consents, approvals, authorizations or permits DGCL and filings or notifications referred to in this Section 4.4 are duly and timely obtained or madethe HSR Act, violate any order, writ, injunction, judgment, decree, law, statute, rule rule, regulation or regulation governmental permit or license applicable to PSP the Company or any of its properties or assets, except for violations which violation would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and ------------------------------------ delivery of this Agreement nor the consummation by PSP Parent of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or other similar documents) or Bylaws (or other similar documents) of Parent or any of its partnership agreementsubsidiaries; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust laws of foreign countries, as set forth in Section 5.1(f) of the Parent Disclosure Schedule, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect on Parent; or (ivv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 5.1(f) are duly and timely obtained or mademade and the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and approval of the issuance of the Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements have been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation (or other similar documents) or bylaws (or other similar documents) of Parent or any of its partnership agreementsubsidiaries; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with the applicable requirements, if any, requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act and the rules and regulations promulgated thereunder, and the Exchange Act and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Merger Sub is authorized to do business, (D) as may be required by any applicable state securities or takeover "blue sky" laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not not, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not have a material adverse Material Adverse Effect on Parent; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent; or (ivv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 5.2(e) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties subsidiaries or to any of their respective assets, except for violations which would not not, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP the Company of the transactions transaction contemplated hereby will: (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or By-Laws of the Company or any of its partnership agreementSubsidiaries; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, requirements of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (CB) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, (C) in connection with any state or local tax which is attributable to a change in the beneficial ownership of real property owned by the Company or its Subsidiaries (collectively, the "Gains Taxes"), (D) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer or the Merger or the transaction contemplated by this Agreement, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany; (iii) except as set forth in Schedule 4.1(d) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, consent or accelerationacceleration or lien or other charge or encumbrance) under under, or cause any payment to be required to be made or any securities or rights of the Company to be issued pursuant to, any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement plan or other instrument or obligation to which PSP is a party the Company or any of its properties Subsidiaries or any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite, waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 4.1(d) are duly and timely obtained or mademade and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtained to the extent required by the DGCL, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSPExcept as set forth in Schedule 5.04, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSP of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; the respective Certificates of Incorporation or Bylaws (iior other similar governing documents) of Parent or Purchaser, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (Di) as may be required by under the HSR Act, any applicable state securities or takeover non-United States competition, antitrust and investment laws, the Exchange Act, the Corporation Law and the "takeover" or "blue sky" laws of various states or (Eii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not not, individually or in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby; , (iiic) require any consent, waiver or approval or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSP Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate, would not aggregate have a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby; hereby or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent, Purchaser or its properties any of their respective Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not not, individually or in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of Except as set forth in the Merger and of this Agreement by the limited partners of PSPCrestar Disclosure Letter, neither the execution and delivery of this Agreement by Crestar nor the consummation by PSP Crestar of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization certificate of incorporation or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")bylaws, (Xb) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderviolate, (C) the filing of the Certificate of Merger pursuant to the CRLPAconflict with, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right lien or other encumbrance upon any of terminationthe properties or assets of Crestar or any Crestar Subsidiary under, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, mortgagelease, agreement or other instrument or obligation to which PSP Crestar or any Crestar Subsidiary is a party or to which they or any of its their respective properties or assets may be boundare subject, except for such violations, breaches and defaults conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, either individually or in the aggregate, would will not have a material adverse effect on PSP Material Adverse Effect, (c) constitute or adversely affect result in a violation of any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject, except for the ability consents, approvals and notices set forth below and except for such violations which, either individually or in the aggregate, will not have a Material Adverse Effect, or (d) require any consent, approval, authorization or permit of PSP or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to consummate the transactions contemplated hereby; Exchange Act and the Securities Act, (ii) filing the Virginia Articles of Merger, (iii) filings required under the securities or blue sky laws of the various states, (iv) assuming the applications, notices, reports and other filings required to be made in connection with the approval of the Federal Reserve Board under the BHC Act, (v) the Regulatory Approvals, (vi) filings and approvals pursuant to any applicable state takeover law, (vii) pursuant to the rules of the New York Stock Exchange or (viii) consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 4.4 are duly and timely which, if not obtained or mademade will not, violate any order, writ, injunction, decree, statute, rule individually or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementCertificate of Incorporation or by-laws; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act and the rules and regulations promulgated thereunderExchange Act, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, or (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust laws of any foreign country or, (F) where the failure to obtain such consent, approval, order, authorization or permit, or to make such registration, filing or notification, would not could reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would could not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which could reasonably be expected to have a Material Adverse Effect on the Company; or (ivv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 4.4 5.2(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or to any of their respective assets, except for violations which would could not reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: nor compliance by the Company with any provisions herein will (ia) violate, contravene or conflict with or result in any breach of any provision of its partnership agreement; the Certificate of Incorporation or Bylaws of the Company, (iib) to the Knowledge of the Company, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”) except (Ai) in connection with as may be required under the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")“HSR Act”) and any foreign antitrust, investment or competition-related Laws, (Xii) xxrsuant to compliance with the applicable requirements of the federal Exchange Act, the Securities Act and state securities laws or “blue sky” Laws and the rules and regulations promulgated thereunder, (Ciii) the filing of appropriate merger documents as required by the Certificate Corporation Law, and (iv) compliance with the applicable requirements of Merger pursuant to the CRLPANASDAQ Global Select Market, (Dc) as may be required by any applicable state securities or takeover lawsviolate, conflict with, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provisions of, or constitute require any consent, waiver or approval or result in a default or loss of a right or benefit (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, licenseMaterial Contract, mortgage, agreement indenture or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which any of its properties or their respective assets may be bound, except for such violations(d) result (or, breaches and defaults whichwith the giving of notice, the passage of time or otherwise, would result) in the aggregatecreation or imposition of any mortgage, would not have a material adverse effect lien, pledge, charge, security interest or encumbrance of any kind (other than nonexclusive licenses entered into in the ordinary course of business of the Company or its Subsidiaries) (collectively, “Liens”) on PSP any asset of the Company or adversely affect the ability any of PSP to consummate the transactions contemplated hereby; its Subsidiaries (other than Permitted Liens) or (ive) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or assetsby which any of their respective assets are bound, except for violations which in the case of clauses (b), (c), (d) and (e), as have not had and would not reasonably be expected to result in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of Other than obtaining Buyer Required Regulatory Approvals as set out in Exhibit 9, the Merger execution, delivery and performance of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor the consummation by PSP of the transactions contemplated hereby will: Buyer shall not (i) conflict with or result in any breach of any provision of its partnership agreementthe articles of organization (or other similar governing documents) of Buyer; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (Ea) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would could not in the aggregate reasonably be expected to have a material adverse effect on PSP Material Adverse Effect or adversely affect (b) for those consents, authorizations, approvals, permits, filings and notices which become applicable to Buyer as a result of specific regulatory status of Buyer (or any of its affiliates) or as a result of any other facts that specifically relate to the ability business or activities in which Buyer (or any of PSP its affiliates) is or proposes to consummate the transactions contemplated herebybe engaged, which consents, approvals, authorizations, permits, filings and notices have been obtained or made by Buyer; or (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, agreement indenture, agreement, lease or other instrument or obligation to which PSP Buyer or any of its subsidiaries is a party or by which any of its properties or their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults which, in the aggregate, would not cancellation or acceleration) as to which requisite waivers or consents have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebybeen obtained.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe respective Certificate of Incorporation (or other similar documents) or By-Laws (or other similar documents) of the Company or the Subsidiary; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other Person (including without limitation pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder), except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "XXX XxxExchange Act"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (CB) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, as set forth in Section 5.1(e) of the Disclosure Schedule, (D) the consents, approvals, orders, authorizations, registrations declarations and filings required under the laws of foreign countries (which consents, if any, it shall be the obligation of Acquiror to obtain), (E) the approval of the holders of a majority of the outstanding Shares required by the DGCL and the Company's Certificate of Incorporation, (F) such filings as may be required by any applicable state securities or takeover laws, with the NASDAQ National Market or (EG) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect with respect to the Company and the Subsidiary or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; (iii) except as set forth in Section 5.1(e) of the Disclosure Schedule, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party the Company or the Subsidiary or any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSP Material Adverse Effect with respect to the Company or the Subsidiary or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 5.1(e) are duly and timely obtained or mademade and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or its properties the Subsidiary or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP Material Adverse Effect with respect to the Company and the Subsidiary or adversely affect the ability of PSP the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or the Subsidiary or to the conduct of the business or operations of the Company or the Subsidiary which, if enacted or adopted, could have a material Adverse Effect with respect to the Company or the Subsidiary.

Consents and Approvals; No Violation. Assuming approval Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions or the ability of Parent or Merger and of this Agreement by the limited partners of PSPSub to fulfill its obligations hereunder, neither the execution and delivery of this Agreement nor by Parent or Merger Sub, the performance by Xxxxxx and Xxxxxx Sub of their respective covenants and obligations hereunder and the consummation by PSP of the transactions contemplated hereby will: Transactions do not and will not (ia) violate or conflict with or result in any breach of any provision of its partnership agreement; the respective certificate of incorporation or bylaws (iior similar governing documents) of Parent or Merger Sub, (b) require any consent, waiver, approval, authorization or permit Permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (Ai) in connection with as may be required under the applicable requirements, if any, of the Hart-Scott-Rodino HSR Act or any other Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Law, (Xii) xxrsuant to the applicable requirements of any federal or state securities Laws, including compliance with the federal securities laws Exchange Act and the rules and regulations promulgated thereunderfiling with the SEC of the Proxy Statement, (Ciii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger pursuant with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business or (iv) the CRLPAapplicable requirements of NASDAQ and the NYSE, (Dc) as may be required by any applicable state securities violate, conflict with or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provision of, or constitute require any notice or Consent or result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP Parent or Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, except for such violations, breaches and defaults which, or result in the aggregate, would not have loss of a material adverse effect on PSP benefit or adversely affect the ability of PSP to consummate the transactions contemplated hereby; rights under any such Contract, or (ivd) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications referred to requirements set forth in (b)(i) through (b)(iv) of this Section 4.4 are duly and timely obtained or made4.4, violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to PSP Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyare bound.

Consents and Approvals; No Violation. Assuming approval Except as set forth in Sections 4.04(a)-(e) of the Merger and of this Agreement by the limited partners of PSPDisclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its partnership agreement; Subsidiaries, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Entity") except (A) in connection with the applicable requirements, if any, of as may be required under the Hart-ScottXxxxx-Rodino Antitrust Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to the applicable requirements of the federal securities laws Exchange Act and the rules and regulations promulgated thereunderCorporation Law, (Cc) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by require any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization waiver or permit, approval or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (under or give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration of any obligation contained in or of a benefit under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which the Company or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults which, (d) result in the aggregatecreation or imposition of any mortgage, would not have a material adverse effect lien, pledge, charge, security interest or encumbrance of any kind on PSP any asset of the Company or adversely affect the ability any of PSP to consummate the transactions contemplated hereby; its Subsidiaries or (ive) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not in the aggregate case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on PSP or adversely affect the ability of PSP the parties to consummate the transactions contemplated herebyOffer or the Merger.

Consents and Approvals; No Violation. Assuming approval of that all ------------------------------------ consents, approvals, authorizations and other actions described in the Merger and second sentence of this Agreement by Section 2.4 have been obtained and all filings and obligations described in the limited partners second sentence of PSPthis Section 2.4 have been made, neither the execution and delivery of this Agreement nor the Transaction Agreements do not, and the consummation by PSP of the transactions contemplated hereby will: and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of (i) conflict with the Parent Charter or result in any breach of Parent By-Laws, (ii) any provision of the comparable charter or organization documents of any of Parent's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, lease, indenture, or other contract, agreement, instrument, permit, concession, franchise or license applicable to Parent or any of its partnership agreement; Subsidiaries, (iv) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (v) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii), (iv) require or (v), any consentsuch conflicts, waiverviolations, approvalbreaches, authorization defaults, rights, liens, security interests, charges or permit encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any domestic (federal and state), or filing foreign court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or notification to, any governmental or regulatory authority, except (A) of its ------------------- Subsidiaries in connection with the applicable requirementsexecution, if any, delivery and performance of the HartTransaction Agreements by Parent or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), the Securities Act and the Securities Exchange Act of 1934, as ------- amended (X) xxrsuant to the applicable requirements of the federal securities laws and together with the rules and regulations promulgated thereunder, the "Exchange Act"), (Cii) the filing of the Certificate of Merger pursuant with the Secretary ------------ of State of the State of Delaware and the filing of the appropriate documents with the relevant authorities of other states in which Parent or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 2.4 of the CRLPAParent Disclosure Schedule, (Diii) such filings and consents as may be required under any environmental, health or safety law or regulation (including any rules and regulations of the FDA and the DEA ) pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 2.4 of the Parent Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required by any state takeover laws (the "State Takeover Approvals"), each of which is set forth in Schedule 2.4 of ------------------------ the Parent Disclosure Schedule, (v) applicable state securities requirements, if any, of "blue sky" laws and the NASDAQ National Market (the "NASDAQ") and (vi) such other ------ consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or takeover lawsmade would not, individually or in the aggregate, have a Material Adverse Effect on Parent, or (E) where prevent or materially delay the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability consummation of PSP to consummate any of the transactions contemplated hereby; (iii) by the Transaction Agreements. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a any violation or breach of, or constitute a breach or default (with or without due notice or lapse of time, or both) under, or give rise to any others a right of termination, cancellation or acceleration) under acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Parent or any of its properties or assets may be boundSubsidiaries under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches and defaults whichbreaches, defaults, rights or liens as would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent. All material adverse effect on PSP license agreements of Parent or adversely affect any of its Subsidiaries are listed in Schedule 2.4 of the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Disclosure Schedule.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (ia) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws of the Company or any of its partnership agreement; Subsidiaries, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental supranational, national, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”), except (Ai) in connection with as may be required under the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”), (Xii) xxrsuant to the applicable requirements of the federal securities laws Securities Act and the Exchange Act and the rules and regulations promulgated thereunderthereunder and any applicable state securities, “blue sky” laws or Takeover Laws (including, without limitation, with respect to the Schedule 14D-9), (Ciii) the filing and recordation of the Certificate of Merger pursuant as required by the Corporation Law and appropriate documents with the relevant authorities of the other states in which the Company and its Subsidiaries are qualified to do business, and (iv) the CRLPAapplicable requirements of NASDAQ, (Dc) as may be required by any applicable state securities or takeover lawsviolate, or (E) where the failure to obtain such consent, approval, authorization or permitconflict with, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default (default, or give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default, or give rise to any such right), under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSP the Company or any of its Subsidiaries is a party or by which the Company or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations(d) result (or, breaches and defaults whichwith the giving of notice, the passage of time or otherwise, would result) in the aggregatecreation or imposition of any mortgage, would not have a material adverse effect lien, pledge, charge, security interest or encumbrance of any kind on PSP any asset of the Company or adversely affect the ability any of PSP to consummate the transactions contemplated hereby; its Subsidiaries or (ive) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company or any of its properties Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not in the aggregate case of clauses (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of Except as set forth in the Merger and of this Agreement by the limited partners of PSPNational City Disclosure Letter, neither the execution and delivery of this Agreement by National City nor the consummation by PSP National City of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization certificate of incorporation or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, By-laws of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")National City, (Xb) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderviolate, (C) the filing of the Certificate of Merger pursuant to the CRLPAconflict with, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right lien or other encumbrance upon any of terminationthe properties or assets of National City or any of National City's subsidiaries under, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, mortgagelease, agreement or other instrument or obligation to which PSP National City or any of National City's subsidiaries is a party or to which they or any of its their respective properties or assets may be boundare subject, except for such violations, breaches conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to the Exchange Act and defaults the Securities Act, (ii) filing the Delaware Certificate of Merger and a designation pursuant to the DGCL, (iii) filing the Michigan Certificate of Merger, (iv) filings required under the securities or blue sky laws of the various states, (v) filings under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (vi) filings with, and approval by, the Federal Reserve Board (the "FRB"), (vii) filings with and approval by the Office of Thrift Supervision ("OTS"), (viii) filings with, and approvals by, the Ohio Superintendent of Banks, the Arizona Director of Insurance and such other state regulatory agencies as may be required (collectively, the "State Entities"), (ix) filings and approvals pursuant to any applicable state takeover law, (x) filings and approvals under the Small Business Investment Act of 1958 and the rules and regulations thereunder ("SBIA") or (xi) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not, individually or in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by PSP the Company of the transactions contemplated hereby by this Agreement, will: (i) conflict with or result in any breach of any provision of its partnership agreement; (iia) require any consent, waiver, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 10.16), except (Ai) the filing of a certificate of merger in accordance with Delaware Law, (ii) in connection with the applicable requirements, if any, of the Hart-ScottXxxxx-Rodino Antitrust Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (Xiii) xxrsuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required nature contemplated by any applicable state securities or takeover lawsthis Agreement, or (Eiv) where the failure to obtain such consent, approval, authorization authorization, or permit, or to make such filing or notification, would is not reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement; (iiib) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, or acceleration) under any of the terms, conditions conditions, or provisions of any noteMaterial Contract (as hereinafter defined) of the Company, licenseexcept (i) as set forth on Schedule 3.4 or (ii) for such defaults (or rights of termination, mortgagecancellation, agreement or other instrument or obligation acceleration) as to which PSP is a party requisite waivers or any of its properties consents have been obtained or assets may will be boundobtained prior to the Effective Time or which are not reasonably expected to have, except for such violations, breaches and defaults which, individually or in the aggregate, would not have a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement; or (ivc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 4.4 are duly and timely obtained or made3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to PSP the Company, the Subsidiary, or its properties or any of their assets, except for violations which would are not reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect or prevent or delay, in any material adverse effect on PSP or adversely affect respect, the ability consummation of PSP to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSP Parent or Purchaser of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreementthe Certificate of Incorporation or the By-laws of Parent or Purchaser; (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirements, if any, requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent or Purchaser is authorized to do business, (Div) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, (v) informational filings with the Bureau of Economic Analysis of the United States Department of Commerce or (Evi) where the failure to obtain such consentconsents, approvalapprovals, authorization authorizations or permitpermits, or to make such filing filings or notification, notifications would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect; (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or liens or other charges or encumbrances) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Parent or any of its Subsidiaries is a party or by which any of its properties them or any of their respective assets may be bound, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 4.3 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval Subject to the taking ------------------------------------ of the Merger and of this Agreement by actions described in the limited partners of PSPimmediately succeeding sentence, neither the execution and delivery of this Agreement nor do not, and the consummation by PSP of the transactions contemplated hereby will: (i) Transactions will not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of modification, termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Newco under (a) the certificate of incorporation or bylaws of Newco, (b) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Newco or its partnership agreement; properties or assets, (iic) require any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to Newco or its properties or assets, other than, in the case of clause (b) and (c), any such conflicts, violations, defaults, rights or Liens that could not reasonably be expected to (x) impair in any material respect the ability of Newco to perform its obligation under this Agreement or (y) prevent or materially delay the consummation of any of the Transactions. No consent, waiver, approval, order or authorization or permit of, or registration, declaration or filing with or notification towith, any governmental Governmental Entity or regulatory authorityany other person is required by Newco in connection with the execution and delivery of this Agreement or the consummation by Newco of any of the Transactions, except (Ai) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate of Merger pursuant to the CRLPADGCL, (D) as may be required by any applicable state securities or takeover laws, or (Eiv) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not reasonably be expected to prevent or materially delay consummation of the Merger or would not otherwise prevent Newco from performing its obligations under this Agreement or where the requirement to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in notification arises from the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any regulatory status of the termsCompany, conditions or provisions including in respect of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyLiquor Licenses.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe certificate of incorporation (or other similar documents) or by-laws (or other similar documents) of Parent; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended xxxxxxx (the xxx "XXX XxxACT"), (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust or takeover lawscompetition laws of foreign countries identified the Parent Disclosure Schedule, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its Material Subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (ivv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Material Subsidiaries or to any of their respective assets, except for violations which which, individually or in the aggregate, would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.

Consents and Approvals; No Violation. Assuming approval None of the Merger and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor Agreement, the consummation by PSP of the transactions contemplated hereby will: hereby, or compliance with any of the provisions hereof, will (i) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, or any governmental or regulatory authorityother action by, except (A) in connection any Governmental Authority by the Sellers, other than necessary filings on Schedule 13D and Form 4 with the applicable requirementsCommission, if anyand those consents, waivers, and approvals obtained under the Shareholder Agreement, (ii) violate the certificate of incorporation, bylaws or trust document of the Hart-Scott-Rodino Antitrust Improvements Act Sellers, or any Law of 1976, as amended (the "XXX Xxx"), (X) xxrsuant any Governmental Authority which may be applicable to the applicable requirements Sellers, or by which any of the federal securities laws and Sellers' activities, properties or assets (including, without limitation, the rules and regulations promulgated thereunder, (CShares) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities bound or takeover laws, affected or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation violate, breach, or breach ofconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or any obligation to pay or result in the imposition of any Encumbrance upon any of the property of the Sellers (including, without limitation, the Shares)) under under, any of the terms, conditions or provisions of any note, licensebond, mortgage, agreement indenture, Encumbrance, contract, agreement, Permit, Order, or other instrument or obligation to which PSP is the Sellers are a party or by which any of its the Sellers' activities, properties or assets (including, without limitation, the Shares) may be boundbound or affected, except for such violationsother than the Shareholder Agreement and the instruments by which the Xxxxxx Xxxx Xxxxxxx HHS (2001) GST Trust, breaches the Xxxxxx Xxxx Xxxxxxx LVS (2001) GST Trust, the Xxxxxx Xxxxxxx Xxxxxxx HHS (2001) GST Trust, and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect Xxxxxx Xxxxxxx Romaner LVS (2001) GST Trust obtained the ability of PSP purchase money debt used to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyacquire their Shares.

Consents and Approvals; No Violation. Assuming approval that all consents, approvals, authorizations and other actions described in this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, except as set forth in Section 2.4 of the Merger and of this Agreement by the limited partners of PSPGWBI Letter, neither the execution and delivery of this Agreement nor by GWBI, and of the Bank Merger Agreement by GWBI Bank, do not, and the consummation by PSP of the transactions contemplated hereby will: and thereby and compliance with the provisions hereof and thereof by GWBI and GWBI Bank will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of GWBI or any of its Subsidiaries under, any provision of (i) conflict with the GWBI Certificate of Incorporation, the GWBI Bylaws or result in the articles of incorporation or bylaws of GWBI Bank or any breach of any provision of its partnership agreement; other GWBI Subsidiary, (ii) require any consentContract applicable to GWBI or any of its Subsidiaries or any of their respective properties or assets or (iii) any Order or Law applicable to GWBI or any of its Subsidiaries or any of their respective properties or assets, waiverother than, approvalin the case of clause (ii), authorization any such violations, defaults, rights or permit Liens that would not, individually or in the aggregate, have a Material Adverse Effect on GWBI or materially impair the ability of GWBI or GWBI Bank to perform their respective obligations hereunder or under the Bank Merger Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby by GWBI or GWBI Bank. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or filing supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity”) is required by or with respect to GWBI or notification to, any governmental or regulatory authority, except (A) GWBI Bank in connection with the applicable requirements, if any, execution and delivery of this Agreement or the Bank Merger Agreement by GWBI or GWBI Bank or is necessary for the consummation by GWBI or GWBI Bank of the Hart-Scott-Rodino Antitrust Improvements Merger or the Bank Merger, as applicable and the other transactions contemplated by this Agreement, except for (I) the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Securities Exchange Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws 1934 and the rules and regulations promulgated thereunderthereunder (collectively, the “Exchange Act”), (CIII) with respect to the Merger, the filing of articles of merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which GWBI or any of its Subsidiaries is qualified to do business, (IV) with respect to the Bank Merger, the filing of the Certificate articles of Merger pursuant merger with the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which GWBI Bank or any of its Subsidiaries is qualified to the CRLPAdo business, (DV) such filings, authorizations, orders and approvals as may be required by any applicable state securities or takeover lawsLaws (the “State Takeover Approvals”), or (EVI) where such filings as may be required in connection with the Taxes described in Section 5.7, and (VII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made would not, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP GWBI or adversely affect materially impair the ability of PSP GWBI or GWBI Bank to consummate perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; hereby by GWBI or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyGWBI Bank.

Consents and Approvals; No Violation. Assuming approval of (a) Except as set forth in ------------------------------------ Schedule 6.3(a), and other than obtaining the Merger Buyer Required Regulatory Approvals and of this Agreement by the limited partners of PSPSeller Required Regulatory Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements by NRG or Dynegy nor the consummation purchase by PSP NRG or Dynegy of the transactions contemplated hereby will: Purchased Assets pursuant to this Agreement or the Ancillary Agreements shall (i) conflict with or result in any breach of any provision of its partnership agreement; the Certificate of Incorporation or Bylaws (or other similar governing documents) of NRG or Dynegy, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Authority or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (Ex) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect or adversely affect (y) for those requirements which become applicable to NRG or Dynegy as a result of the ability specific regulatory status of PSP the Seller (or any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which the Seller (or any of its Affiliates) is or proposes to be engaged; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, agreement indenture, agreement, lease or other instrument or obligation to which PSP NRG or Dynegy or any of their respective subsidiaries is a party or by which any of its properties or their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults which, in the aggregate, would not cancellation or acceleration) as to which requisite waivers or consents have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebybeen obtained.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent and the Purchaser nor the consummation by PSP Parent and the Purchaser of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; their respective Certificates of Incorporation or Bylaws, or (ii) assuming compliance with the matters referred to in clause (iii) below, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Parent or the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement or other agreement, instrument, obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Purchaser, or to which either of them or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a material adverse effect on Parent and its Subsidiaries taken as a whole or (iii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission or other governmental or regulatory authorityauthority or instrumentality, domestic or foreign (a "Governmental Entity"), except (A) in connection with pursuant to the applicable requirementsExchange Act, if any(B) filing a certificate of merger or certificate of ownership, of as the Hartcase may be, pursuant to the DGCL, (C) filings required under the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to and the applicable requirements termination of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, waiting periods thereunder or (D) as may be required by any applicable state securities consents, approvals, authorizations, permits, filings or takeover lawsnotifications which if not obtained or made will not, individually or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate aggregate, have a material adverse effect on PSP Parent and its Subsidiaries taken as a whole or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation prevent or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any materially delay consummation of the terms, conditions Offer or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. Assuming approval of Neither the Merger and of this Agreement by the limited partners of PSP, neither the ------------------------------------ execution and delivery of this Agreement by the Partnership and BCPOP nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe Partnership Agreement or the BCPOP Partnership Agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental government or regulatory authorityauthority or body, except (A) pursuant to the Securities Act and the Exchange Act or the rules and requirements of any national securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of (1) amendments or amendments and restatements of the certificate of limited partnership of each of the Partnership and BCPOP, and (2) the Certificate of Merger, pursuant to the Delaware Act, (C) filings under state securities laws or in connection with maintaining the applicable requirements, if any, good standing and qualification of the HartCorporation following the Effective Time, (D) filing of any premerger notification and report form under the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR --- filings"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by if any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, ------- approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP the Partnership or adversely affect the ability of PSP to consummate the transactions contemplated herebyBCPOP; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP the Partnership or BCPOP is a party or by which the Partnership or BCPOP or any of its properties or their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichunilateral modification or amendment, cancellation or acceleration) which in the aggregate, aggregate would not have a material adverse effect on PSP the Partnership or adversely affect the ability of PSP to consummate the transactions contemplated herebyBCPOP; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to PSP the Partnership or its BCPOP or any of their respective properties or assetsbusinesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a material adverse effect on PSP the Partnership or adversely affect the ability of PSP to consummate the transactions contemplated herebyBCPOP.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery by Guarantor of this Agreement Guaranty nor the consummation by PSP performance of its obligations under the transactions Guaranty contemplated hereby will: do or will (i) conflict with or result in any breach of any provision of its partnership agreement; the Memorandum and Articles of Association (or other similar governing documents) of Guarantor, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where it is reasonably expected that the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated hereby; perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, (iii) result in a violation or breach of, or constitute a default (or give rise to any right rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Guarantor is a party or by which Guarantor or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated hereby; perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Guarantor, or any of its properties or assets, except for violations which would not in the aggregate have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated herebyperform its obligations under this Guaranty and would not prevent or delay in any material respect such performance.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement and each Transaction Document to which the Buyer is a party by the Buyer nor the performance by the Buyer of its obligations hereunder and thereunder, nor the consummation by PSP of the transactions contemplated hereby will: and thereby will (i) conflict with or result in any breach of any provision of its partnership agreement; the Articles or Organization or By-Laws of the Buyer, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification toto any Governmental Authority, (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Buyer, or cause an indemnity payment to be made by the Buyer under, or result in the creation or imposition of any lien upon any properties, assets or business of the Buyer under, any governmental note, bond, indenture, mortgage, deed of trust, lease, franchise, permit authorization, license, contract, instrument or regulatory authorityother agreement or commitment or any order, except (A) in connection with judgment or decree to which the applicable requirementsBuyer is a party or by which the Buyer or any of its assets or properties is bound or encumbered, if anyor give any Person the right to require the Buyer to purchase or repurchase any notes, bonds or instruments of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover lawskind, or (Eiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Buyer or any of its properties or assets, except in the case of clauses (ii) through (iv) above, where the failure to obtain such consent, approval, authorization or permit, or failure to make such filing or notification, or where such violation, breach, conflict or default, would not not, individually or in the aggregate have aggregate, cause a material adverse effect on PSP the Buyer's ability to perform its obligations hereunder or adversely affect thereunder or the ability of PSP the parties hereto to consummate the transactions contemplated hereby; (iii) result in a violation hereby or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violation. Assuming Except as set forth on the Company Disclosure Letter delivered to the Company as of the date of this Agreement (the "Company Disclosure Letter"), and except for any required approval of the Merger by the shareholders of the Company and the filing of the New York Certificate of Merger in accordance with the BCL, neither the execution, delivery and performance of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement Company nor the consummation by PSP it of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; the Restated Certificate or By-Laws of the Company, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-ScottXxxxx-Rodino Antitrust Improvements Act Xxxxxx Xxxitrust of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (EB) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP Material Adverse Effect, and (C) for any requirements which became applicable to the Company as a result of the specific regulatory status of the Parent or adversely affect the ability Purchaser or as a result of PSP any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a violation or breach ofdefault under, or constitute a default (or give rise to any right of termination, amendment, cancellation or acceleration) under acceleration under, any of the terms, conditions or provisions of any note, licensebond, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.indenture,

Consents and Approvals; No Violation. Assuming approval Except for the filing of the Articles of Merger under the TBCA and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor the consummation by PSP applicable requirements of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxH-S-R Act"), (X) xxrsuant to the applicable requirements or as set forth in Section 3.5 of the federal securities laws Holdings Disclosure Schedule, neither the execution and delivery by Parent or Holdings of this Agreement or the rules and regulations promulgated thereunder, (C) Transaction Agreements to which it is a party nor the filing consummation by Parent or Holdings of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; hereby or thereby will: (i) conflict with or violate the certificate or articles of incorporation, by-laws or comparable charter or organizational documents of Parent, Holdings or any of the Transferred Companies, (ii) violate any statute, law, judgment, decree, order, regulation or rule (collectively, "Laws") of any Governmental Entity (as hereinafter defined) applicable to Parent, Holdings or the Transferred Companies or any of their respective properties or assets, (iii) result in a violation or breach of, or constitute a default (or give rise an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or require any consent of another party to, any indenture, license, lease, contract, instrument, agreement or commitment (collectively, "Contracts") to any right of terminationwhich Parent or Holdings (each, cancellation with respect to the Business) or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Transferred Companies is a party or by which Parent or Holdings (each, with respect to the Business) or any of its the Transferred Companies or any of their respective properties or assets may be is bound, except for (iv) result in the creation of any Lien on any of the assets of Holdings or any Transferred Company or (v) require any filing with, or the obtaining of any consent, approval, certificate, license, permit, waiver or authorization of ("Governmental Consent"), any governmental or regulatory authority, court or agency, whether federal, state, local or foreign (each, a "Governmental Entity"), other than, in the case of clauses (ii), (iii), (iv) and (v), such violations, breaches breaches, conflicts, defaults, terminations, accelerations, third-party consents, Liens and defaults Governmental Consents which, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP or the Business, would not adversely affect in any material respect the ability of PSP Parent or Holdings to consummate the transactions contemplated hereby; hereby or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect in any material respect the ability of PSP Acquiror Sub to consummate conduct the transactions contemplated herebyBusiness after the Closing in substantially the same manner as presently conducted.

Consents and Approvals; No Violation. Assuming approval (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor the consummation by PSP of the other transactions contemplated hereby will: (i) conflict with by the Company do not and will not require the Company or result in any breach of any provision of its partnership agreement; (ii) require Subsidiaries to procure, make or provide prior to the Closing Date any consent, waiver, approval, authorization or permit of, or action by, filing with or notification toto any United States or foreign national or supranational, any state or local governmental or regulatory authorityagency, except commission, court, body, entity or authority or any public or private arbitral body (A) in connection with the applicable requirementseach, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"a “Governmental Entity”), other than (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Ci) the filing of the Certificate of Merger pursuant Merger, (ii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, including the filing with the SEC of a proxy statement relating to the CRLPACompany Stockholder Approval (as amended or supplemented from time to time, the “Proxy Statement”), and (Dv) as may be required by compliance with the rules and regulations of NYSE (the foregoing clauses (i) through (v), collectively, the “Company Approvals”), and other than any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or authorization, permit, action, filing or notification the failure of which to make such filing or notification, obtain would not in the aggregate have a material adverse effect on PSP (A) reasonably be expected to have, individually or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; Company Material Adverse Effect or (ivB) assuming prevent or materially delay the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in consummation of the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreement; the respective Certificates of Incorporation or Bylaws of Parent or Acquisition Sub, (ii) require any consent, waiverapproval, approvalorder, authorization or permit of, or registration, declaration or filing with or notification to, any governmental Federal, state or local government or any court, administrative or regulatory authorityagency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") by Parent or Acquisition Sub, except (A) in connection with the applicable requirements, if any, filing of a premerger notification and report form by Parent under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxH-S-R Act"), (XB) xxrsuant pursuant to the applicable requirements Securities Act of 1933, as amended (the federal securities laws "Securities Act"), and the rules and regulations promulgated thereunderExchange Act, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL, (D) such consents, approvals, orders, authorizations, registrations and declarations as may be required by under the law of any applicable state foreign country in which the Parent or any of its subsidiaries conducts any business or owns any assets, (F) such filings and approvals as may be required under the "blue sky", takeover or securities or takeover lawslaws of various states, or (EG) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not in prevent or delay consummation of the aggregate have a material adverse effect on PSP Offer or adversely affect the ability of PSP to consummate the transactions contemplated herebyMerger or would not otherwise prevent Parent from performing its obligations under this Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Parent or any of its subsidiaries is a party or by which Parent or any of its properties subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have result in a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent, any of its subsidiaries or its properties or any of their respective assets, except for violations which would not in the aggregate have would not result in a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSP Parent or Purchaser of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreementthe Certificate of Incorporation or the By-laws, respectively, of Parent or Purchaser; (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirements, if any, requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent or Purchaser is authorized to do business, (Div) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, (v) informational filings with the Bureau of Economic Analysis of the United States Department of Commerce or (Evi) where the failure to obtain such consentconsents, approvalapprovals, authorization authorizations or permitpermits, or to make such filing filings or notification, notifications would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect; (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or liens or other charges or encumbrances) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Parent or any of its Subsidiaries is a party or by which any of its properties them or any of their respective assets may be bound, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 4.3 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyParent Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set forth in Section 3.4 of the Merger and of this Agreement by the limited partners of PSPCompany Letter, neither the execution and delivery of this Agreement nor do not, and the consummation by PSP of the transactions contemplated hereby will: and compliance with the provisions hereof will not, result in any violation of, or default or the loss of a material benefit (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Lien, upon any of the properties, assets or operations of the Company or any of its Subsidiaries under any provision of (i) conflict with the Restated Articles of Incorporation, as amended, or result in any breach the Amended and Restated By-Laws of the Company, (ii) any provision of the comparable charter or organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its partnership agreement; Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties, assets or operations, other than, in the case of clauses (ii), (iii) require or (iv), any consentsuch violations, waiverdefaults, approvallosses, authorization rights or permit Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or public or worker safety law or regulation specified in Section 3.4 of the Company Letter pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the taxes described in Section 5.11, (v) applicable requirements, if any, of Blue Sky Laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")NYSE, (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (Dvi) as may be required by any applicable state securities or takeover under foreign laws, or (Evii) where filings with and approvals in respect of the Gaming Laws, (viii) filings with and approvals of state educational regulatory authorities, non-governmental accrediting commissions and the U.S. Department of Education and, if required, with the Federal Communications Commission, (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.4 of the Company Letter, and (x) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP or adversely affect the Company, materially impair the ability of PSP the Company to consummate perform its obligations hereunder or prevent the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate consummation of any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and nor delivery of this Agreement nor the consummation by PSP Cognex and Merger Sub of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe Charter or By-Laws of Cognex and Merger Sub; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirementsfilings by Cognex, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant pursuant to the applicable requirements of the federal Securities Exchange Act and under the Securities Act and applicable state securities laws laws, and the rules and regulations promulgated thereunder, (CB) the filing filings of the Certificate Certificates of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where MBCL and the failure DGCL and appropriate documents with the relevant authorities of other states in which Isys is authorized to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebydo business; (iii) result in a violation or of breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration of lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, license agreement or other instrument or obligation to which PSP is a party Cognex or Merger Sub or any of its properties or their assets may be bound, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, would not cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebybeen obtained; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Cognex or its properties Merger Sub or to any of their respective assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain filings and approvals relating to health care licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filings and recordation of the Articles of Merger and of this Agreement as required by the limited partners GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of PSPthe transactions contemplated by the this Agreement, neither except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect or could not prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Company of this Agreement Agreement, nor the consummation by PSP Company of the transactions contemplated hereby will: hereby, nor compliance by Company with any of the provisions hereof, will (i) conflict with or result in any breach of any provision provisions of its partnership agreement; the charter documents or by-laws of Company or any of Company Subsidiaries, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancel lation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, mortgagecontract, agreement or other instrument or obligation ("Contracts") to which PSP Company or any of Company Subsidiaries is a party or by which any of its them or any of their properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iviii) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 4.4 are duly and timely obtained or made6.5, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Company, any of Company Subsidiaries or its any of their properties or assets, except in the case of clauses (ii) and (iii) for violations violations, breaches or defaults which would not not, alone or in the aggregate aggregate, have a material adverse effect on PSP Company Material Adverse Effect or adversely affect that would not prevent, materially delay or materially impair the ability of PSP Company to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. Assuming approval (a) Other than obtaining the consents of third parties set forth on Schedule 5.4 (the Merger “Seller Non-Regulatory Approvals”), the Seller Required Regulatory Approvals and of this Agreement by the limited partners of PSPBuyer Required Regulatory Approvals, neither the execution and delivery of this Agreement nor and the consummation Related Agreements by PSP the Seller, the sale by the Seller of the transactions contemplated hereby Related Assets or the Company Common Stock pursuant to this Agreement nor performance under this Agreement or the Related Agreements will: (i) conflict with or result in any breach of any provision of its partnership agreementthe Articles of Incorporation or Code of Regulations of the Seller; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Entity or regulatory authorityother Persons (including without limitation consents from parties to loans, contracts, licenses, leases and other agreements to which Seller is a party), except (A) in connection with for those requirements which become applicable to the applicable requirements, if any, Seller as a result of the Hart-Scott-Rodino Antitrust Improvements Act specific regulatory status of 1976, the Buyer (or any of its Affiliates) or as amended (the "XXX Xxx"), (X) xxrsuant a result of any other facts that specifically relate to the applicable requirements business or activities in which the Buyer (or any of the federal securities laws and the rules and regulations promulgated thereunder, (Cits Affiliates) the filing of the Certificate of Merger pursuant is or proposes to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyengaged; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, license, agreement or other instrument or obligation to which PSP the Seller, the Company or the Company’s Subsidiaries is a party or by which the Seller or the Company may be bound or to which any of its properties or assets the Related Assets may be boundsubject, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation or acceleration) as to which requisite waivers or consents have been obtained in writing, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebySeller.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor or the Registration Rights Agreement by GREAT, its consummation by PSP of the transactions contemplated hereby will: or thereby nor its compliance with any of the provisions hereof or thereof will (ia) conflict with or result in any the breach of any provision of its partnership agreementthe Charter Documents; (iib) require any consent, waiver, approval, order or authorization or permit of, or registration, qualification, designation or filing with or notification to, any governmental or regulatory authority, the failure of which to obtain would have a Material Adverse Effect, except for (Ai) the filing with the SEC of a Form D and such other documents as may be required in connection with this Agreement and the other Common Shares being issued in the Private Placement, (ii) the filing of such documents with, and the obtaining of orders from, the various state securities authorities that are required in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended transactions contemplated by this agreement and (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Ciii) the filing of an additional listing application and the Certificate listing of Merger the Purchased Common Shares to be issued pursuant to this Agreement and the CRLPAother Common Shares to be issued in the Private Placement, (D) as may be required contemplated by any applicable state securities or takeover laws, Section 5.1(c); or (Ec) where the failure to obtain such consent, approval, authorization conflict with or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation any breach or breach of, or constitute a default (with or give rise to without notice or lapse of time or both) or violate any right of terminationloan agreement, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement indenture, lease or other instrument or obligation to which PSP is a party or any of its properties or assets may be boundobligation, except for such violationsinstrument, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP GREAT or its Subsidiaries or any of their respective properties or assetsassets where such conflicts, except for breaches, defaults or violations which would not would, in the aggregate aggregate, have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Merger and of this Agreement by the limited partners of PSPCompany Letter, neither the execution and delivery of this Agreement nor by Company and the execution and delivery of the Bank Merger Agreement by Company Bank do not, and the consummation by PSP of the transactions contemplated hereby will: (i) conflict and thereby and compliance with or the provisions hereof and thereof by Company and Company Bank will not, result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit violation of, or filing default (with or notification to, any governmental without notice or regulatory authority, except (A) in connection with the applicable requirements, if any, lapse of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover lawstime, or (Eboth) where the failure to obtain such consent, approval, authorization or permitunder, or give to make such filing or notification, would not in the aggregate have others a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under acceleration of any obligation under, or result in the creation of any Lien upon any of the terms, conditions properties or provisions assets of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Company or any of its Subsidiaries under, or result in the loss of a benefit under, any provision of (i) Company Certificate of Incorporation or Company Bylaws, (ii) the Organizational Documents of any of Company’s Subsidiaries, (iii) any Company Contract, or (iv) any Order or Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets may be boundassets, except for other than, in the case of clause (iii) and (iv), any such violations, breaches and defaults whichdefaults, rights or Liens that would not, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP Company or adversely affect materially impair the ability of PSP Company or Company Bank to consummate perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby; hereby or (iv) assuming thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Company or any of its Subsidiaries in connection with the consentsexecution and delivery of this Agreement by Company or the Bank Merger Agreement by Company Bank or is necessary for the consummation by Company or Company Bank of the Merger or the Bank Merger, approvalsas applicable, authorizations or permits and filings or notifications referred to in the other transactions contemplated by this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assetsAgreement, except for violations (I) the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Exchange Act, (III) with respect to the Merger, the filing of articles of merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company or any of its Subsidiaries is qualified to do business, (IV) with respect to the Bank Merger, the filing of the articles of merger with the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which Company Bank or any of its Subsidiaries is qualified to do business, (V) such filings, authorizations, Orders and approvals as may be required to obtain the State Takeover Approvals, (VI) such filings as may be required in connection with the Taxes described in Section 5.7, (VII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”) and (VIII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not not, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP Company or adversely affect Company Bank or materially impair the ability of PSP Company or Company Bank to consummate perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated herebyhereby by Company or Company Bank.

Consents and Approvals; No Violation. Assuming approval of the Merger that all consents, approvals, authorizations and of other actions described in this Agreement by the limited partners of PSPSection 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, neither the execution and delivery of this Agreement nor does not, and the consummation by PSP of the transactions contemplated hereby will: and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) conflict with the Company Charter or result in any breach of any provision of its partnership agreementthe Company Bylaws; (ii) require the comparable charter or organizational documents of any consentof the Company’s Subsidiaries; (iii) any Company Contract; or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, waiverother than, approvalin the case of clauses (iii) or (iv), authorization any such violations, defaults, rights or permit Encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the applicable requirements, if any, execution and delivery of this Agreement by the Company or is necessary for the consummation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976Merger and the other transactions contemplated by this Agreement, as amended except for (i) in connection, or in compliance, with the "XXX Xxx"), (X) xxrsuant to the applicable requirements provisions of the federal securities laws HSR Act, the Securities Act and the rules and regulations promulgated thereunder, Exchange Act; (Cii) the filing of the Certificate of Merger pursuant with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the CRLPAdo business; (iii) such filings, (D) authorizations, orders and approvals as may be required by any to obtain the State Takeover Approvals; (iv) applicable state securities requirements, if any, of Blue Sky Laws and Nasdaq; (v) applicable requirements, if any, under foreign or takeover lawssupranational laws relating to antitrust and to competition clearances; and (vi) such other consents, or (E) where orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made would not, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP Company Material Adverse Effect or adversely affect materially impair the ability of PSP the Company to consummate perform its obligations hereunder or prevent the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate consummation of any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery by Guarantor of this Agreement Guaranty nor the consummation by PSP performance of its obligations under the transactions Guaranty contemplated hereby will: do or will (i) conflict with or result in any breach of any provision of its partnership agreement; the certificate of incorporation or bylaws (or other similar governing documents) of Guarantor, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where it is reasonably expected that the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated hereby; perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, (iii) result in a violation or breach of, or constitute a default (or give rise to any right rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP Guarantor is a party or by which Guarantor or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated hereby; perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Guarantor, or any of its properties or assets, except for violations which would not in the aggregate have a material an adverse effect on PSP or adversely affect the ability of PSP Guarantor to consummate the transactions contemplated herebyperform its obligations under this Guaranty and would not prevent or delay in any material respect such performance.

Consents and Approvals; No Violation. Assuming approval Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and of this Agreement by or the limited partners of PSPother transactions contemplated hereby, neither the execution and delivery of this Agreement nor by Parent or Merger Sub, the performance by Xxxxxx and Xxxxxx Sub of their respective covenants and obligations hereunder and the consummation by PSP of the transactions contemplated hereby will: do not and will not, (ia) violate or conflict with or result in any breach of any provision of its partnership agreement; the respective certificate of incorporation or bylaws (iior other similar governing documents) of Parent or Merger Sub, (b) require any consent, waiver, approval, authorization or permit Permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (Ai) in connection with as may be required under the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")HSR Act, (Xii) xxrsuant to the applicable requirements of any federal or state securities Laws, including compliance with the federal securities laws Exchange Act and the rules and regulations promulgated thereunder, (Ciii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger pursuant to with the CRLPASecretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (Dc) as may be required by any applicable state securities violate, conflict with or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provision of, or constitute require any notice or Consent or result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP Parent or Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to PSP Parent or any of its properties Subsidiaries (including Merger Sub) or assets, except for violations by which would not in any of their respective assets are bound (assuming receipt of the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyStockholder Approval).

Consents and Approvals; No Violation. Assuming approval of Except as set forth in the Merger letter dated and of delivered to FTX on the date hereof (the "IGL Letter"), which relates to this Agreement by and is designated therein as being the limited partners of PSPIGL Letter, neither the execution and delivery of this Agreement nor do not, and the consummation by PSP of the transactions contemplated hereby willand compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of IGL or any of its Subsidiaries under: (i) conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-laws of IGL or the comparable charter or organization documents or by-laws of any of its partnership agreement; Subsidiaries, (ii) require any consentloan or credit agreement, waivernote, approvalbond, authorization mortgage, indenture, lease, agreement, instrument, permit, concession, franchise or permit license applicable to IGL or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to IGL or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on IGL and would not materially impair the ability of IGL to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or filing supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to IGL or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the applicable requirementsexecution and delivery of this Agreement by IGL, if any, or is necessary for the consummation of the HartMerger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), the Securities Act and the Securities Exchange Act of 1934, as amended (X) xxrsuant to the applicable requirements of the federal securities laws and together with the rules and regulations promulgated thereunder, the "Exchange Act"), (Cii) for the filing and recordation requirements of the DGCL with respect to the Certificate of Merger pursuant and the filing of appropriate documents with the relevant authorities of other states in which FTX or any of its Subsidiaries is qualified to the CRLPAdo business, (Diii) for such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement and set forth in the IGL Letter, except where the failure to obtain or make any such consent or filing would, individually or in the aggregate, reasonably be expected not to have a Material Adverse Effect, (iv) for such filings, authorizations, orders and approvals, if any, as may be required by any applicable state securities or takeover lawslaws (the "State Takeover Approvals"), or (Ev) where for such filings as may be required in connection with the failure to obtain taxes described in Section 5.11, (vi) for such consentconsents, approvalapprovals, authorization or permitorders, or to make such filing or notificationauthorizations, would not in registrations, declarations and filings as may be required under the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions laws of any noteforeign country (including, licensewithout limitation, mortgage, agreement any political subdivision thereof) in which IGL or other instrument or obligation to which PSP is a party FTX or any of its properties their respective Subsidiaries conducts any business or owns any property or assets may be bound, except and (vii) for such violationsother consents, breaches orders, authorizations, registrations, declarations and defaults whichfilings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IGL and would not have a material adverse effect on PSP or adversely affect materially impair the ability of PSP IGL to consummate perform its obligations hereunder or prevent the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate consummation of any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP the Company of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its partnership agreement; the Certificate of Incorporation or By-Laws of the Company, (iib) except as set forth on SCHEDULE 3.4(b), require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirements, if any, requirements of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (Xii) xxrsuant pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderExchange Act, (Ciii) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (Div) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, laws or (Ev) where the failure to obtain such consentconsents, approvalapprovals, authorization authorizations or permitpermits, or to make such filing filings or notificationnotifications, would not in the aggregate have a material adverse effect Company Material Adverse Effect, (c) except as set forth on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) SCHEDULE 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP the Company is a party or any of by which it or its properties or assets may be bound, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; Company Material Adverse Effect, or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 3.4 are duly and timely obtained or mademade and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to PSP the Company or any of its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (ia) violate or conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its partnership agreement; Subsidiaries, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authorityauthority (including the FDA), agency, commission, tribunal or body (a “Governmental Entity”) except (Ai) in connection with as may be required under the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”) and any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (Xii) xxrsuant to the applicable requirements of the federal securities laws Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (Ciii) the filing and recordation of appropriate merger documents as required by the Corporation Law or (iv) the applicable requirements of the Certificate of Merger pursuant to the CRLPANasdaq Global Select Market, (Dc) as may be required by any applicable state securities or takeover lawsviolate, conflict with, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provisions of, or constitute require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSP the Company or any of its Subsidiaries is a party or by which the Company or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violations(d) result (or, breaches and defaults whichwith the giving of notice, the passage of time or otherwise, would result) in the aggregatecreation or imposition of any mortgage, would not have a material adverse effect lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on PSP any asset of the Company or adversely affect any of its Subsidiaries (other than one created by Parent or Merger Sub), (e) violate any Law or Order applicable to the ability Company or any of PSP to consummate the transactions contemplated hereby; its Subsidiaries or by which any of their respective assets are bound, or (ivf) assuming result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Company’s or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of business of the Company or any of its Subsidiaries; except (x) in each of clauses (b) and (d) where any failure to obtain such consents, approvals, authorizations or permits and permits, any failure to make such filings or notifications referred to in this Section 4.4 are duly and timely obtained any such modifications, violations, rights, breaches or madedefaults would not, violate any order, writ, injunction, decree, statute, rule individually or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate aggregate, reasonably be expected to have a material Material Adverse Effect, and (y) in each of clauses (c), (e) and (f) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or in the aggregate, be materially adverse effect on PSP or adversely affect to the ability of PSP to consummate the transactions contemplated herebyCompany and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent or Merger Sub of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or other similar documents) or by-laws (or other similar documents) of Parent or any of its partnership agreementSubsidiaries; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”), (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent and Merger Sub are authorized to do business, (D) as may be required by any applicable state securities or takeover laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust laws of foreign countries, or (EF) where the failure to obtain such consent, approval, order authorization or permit, or to make such registration, filing or notification, would not could reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its Subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would could not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (ivv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 4.4 5.1(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Subsidiaries or to any of their respective assets, except for violations which would not which, individually or in the aggregate aggregate, could not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither (a) Neither the execution and delivery of this Agreement by Delta, nor the consummation by PSP of the transactions contemplated hereby will: will (i) violate or conflict with or result in any breach of any provision of its partnership agreement; the certificate of incorporation or bylaws of Delta, (ii) assuming all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity (“Law”) applicable to Delta, as the case may be, or any of its Subsidiaries or by which any of their respective assets are bound, or (iii) violate, conflict with or result in a breach of, or require any consent, waiver, approval, authorization waiver or permit ofapproval under, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under under, any of the terms, conditions or provisions of any note, licensebond, mortgage, agreement lease, license, agreement, contract, indenture or other instrument or obligation (“Contract”) to which PSP Delta or any of its Subsidiaries is a party or by which Delta or any of its properties Subsidiaries or any of their respective assets may be are bound, except except, in the cases of clauses (ii) or (iii), for any such violations, defaults, consents or breaches and defaults which, in the aggregate, that do not or would not have a material adverse effect on PSP reasonably be expected to prohibit, delay, restrict or adversely affect impair the ability of PSP Delta to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to hereby in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyrespect.

Consents and Approvals; No Violation. Assuming approval that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Merger and of this Agreement by the limited partners of PSPCompany Letter, neither the execution and delivery of this Agreement nor does not, and the consummation by PSP of the Merger, the Subsequent Merger and the other transactions contemplated hereby will: and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination or cancellation or accelerate any obligation of the Company or result in the loss of a material benefit to the Company or any of its Subsidiaries under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) conflict with the Company Charter or result in any breach of any provision of its partnership agreementthe Company Bylaws; (ii) require the comparable charter or organizational documents of any consentof the Company’s Subsidiaries; (iii) any material Contract applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, waiverorder, approvaldecree, authorization injunction, statute, law, ordinance, rule or permit regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or delay beyond the End Date the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the applicable requirements, if any, execution and delivery of this Agreement by the Company or is necessary for the consummation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976Merger, as amended the Subsequent Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the "XXX Xxx"), (X) xxrsuant to the applicable requirements provisions of the federal securities laws HSR Act, the Securities Act and the rules and regulations promulgated thereunder, Exchange Act; (Cii) the filing of the Certificate of Merger pursuant and the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the CRLPAdo business; (iii) such filings, (D) authorizations, orders and approvals as may be required by any to obtain the State Takeover Approvals; (iv) applicable state securities requirements, if any, of Blue Sky Laws and Nasdaq; (v) applicable requirements, if any, under foreign or takeover lawssupranational laws relating to antitrust and to competition clearances; and (vi) such other consents, or (E) where orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made would not, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP the Company or adversely affect prevent or delay beyond the ability End Date the consummation of PSP to consummate the transactions contemplated hereby; Merger, the Subsequent Merger or (iv) assuming any of the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the other transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval Except as disclosed in ------------------------------------ Section 4.4 of the Merger and NRLP Disclosure letter, none of this Agreement by the limited partners of PSP, neither the execution and delivery by NRLP of this Agreement nor Agreement, the NRLP Merger Agreement, the consummation by PSP NRLP of the transactions contemplated hereby will: and thereby or compliance by NRLP with any of the provisions hereof will (ia) conflict with or result in any a breach of any provision of the respective partnership agreements, charters or bylaws (or similar governing documents) of NRLP or any of its partnership agreement; Subsidiaries, (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant pursuant to the applicable requirements of Exchange Act, the federal securities laws Securities Act and the rules HSR Act and regulations promulgated thereunder, (Cii) the for filing of the Certificate of Merger with respect to the NRLP Merger pursuant to the CRLPADRLPA and the DGCL, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iiic) result in a violation or breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation cancellation, amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the termsassets of NRLP or any of its Subsidiaries pursuant to, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP NRLP or any of its Subsidiaries is a party or by which NRLP or any of its properties Subsidiaries or any of their respective assets may be boundbound or affected, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (ivd) assuming the consents, approvals, authorizations violate or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to PSP NRLP or any of its Subsidiaries or any of their respective properties or assets, except for other than (i) such defaults, rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts and (ii) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (b) above, that are not obtained, which, in the aggregate, would not in the aggregate have a material adverse effect Material Adverse Effect on PSP or adversely affect the NRLP and would not materially impair NRLP's ability of PSP to consummate the transactions contemplated herebyby this Agreement and the NRLP Merger Agreement.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of the respective Restated Certificate of Incorporation or By-Laws (or other similar governing documents) of the Company or any of its partnership agreement; subsidiaries, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (A) in connection with the applicable requirements, if any, of the Hart-ScottXxxxx-Rodino Antitrust Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act")) and any other similar and necessary foreign approvals or waiting periods applicable to the Offer or the Merger, (XB) xxrsuant pursuant to the applicable requirements of Securities Act and the federal securities laws and Exchange Act or the rules and regulations promulgated thereunderrequirements of The American Stock Exchange, (C) the filing of the Certificate a certificate of Merger merger (or certificate of ownership and merger) pursuant to the CRLPADGCL, (D) as may be required by any applicable filings under the Industrial Site Recovery Act of the State of New Jersey and the environmental laws of the various states, (E) filings under state securities securities, "Blue-Sky" or takeover laws, laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would could not reasonably be expected to have individually or in the aggregate have when taken together with all such other failures a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP the Company or any of its subsidiaries is a party or by which the Company, any of its properties subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichunilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the date Shares are first accepted for payment under the Offer or which in the aggregate, would aggregate could not reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to PSP the Company, any of its subsidiaries or its any of their respective properties or assetsbusinesses, except for violations (other than of orders, writs, injunctions or decrees issued against the Company or any of its subsidiaries or naming the Company or any of its subsidiaries as a party) which would could not reasonably be expected to have individually or in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval Except as set forth in Section 3.08 of the Merger and of this Agreement by the limited partners of PSPDisclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of the respective Amended and Restated Certificate of Incorporation or By-Laws (or other similar governing documents) of the Company or any of its partnership agreement; Subsidiaries, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body (“Governmental Entity”), except (A) in connection with the applicable requirements, if any, of the HartHxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”), (XB) xxrsuant pursuant to the applicable Securities Act and the Exchange Act or the rules and requirements of the federal securities laws and the rules and regulations promulgated thereunderNASDAQ Stock Market LLC, (C) the filing of the Certificate a certificate of Merger merger pursuant to the CRLPADGCL, (D) as may be required by any applicable filings under state securities securities, “Blue-Sky” or takeover laws, laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate when taken together with all such other failures reasonably be likely to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP the Company or any of the Subsidiaries is a party or by which the Company, any of its properties the Subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichunilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the Effective Time or that in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to PSP the Company, any of the Subsidiaries or its any of their respective properties or assetsbusinesses, except for violations which (other than of orders, writs, injunctions or decrees issued against the Company, or any of the Subsidiaries or naming the Company, or any of the Subsidiaries as a party) that would not in the aggregate reasonably be expected to have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision or the respective Certificate of Incorporation or By-Laws (or other similar governing documents) of Parent or any of its partnership agreement; subsidiaries, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (x) those set forth in clauses (A) in connection with the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or through (E) of Section 4.08 hereof or (y) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate when taken together with all such other failures have a material adverse effect on PSP the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of PSP Parent or Purchaser to consummate the transactions contemplated herebyperform their respective obligations hereunder; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Parent or any of its properties or assets may be boundsubsidiaries is a party, except for such violationsdefaults (or rights of termination, breaches and defaults whichunilateral modification or amendment, cancellation or acceleration) which in the aggregate, aggregate would not have a material adverse effect on PSP the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of PSP Parent or Purchaser to consummate the transactions contemplated herebyperform their respective obligations hereunder; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to PSP Parent, any of its subsidiaries or its any of their respective properties or assetsbusinesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a material adverse effect on PSP the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of PSP Parent or Purchaser to consummate the transactions contemplated herebyperform their respective obligations hereunder.

Consents and Approvals; No Violation. Assuming approval of Except as set forth in the Merger letter dated and of delivered to IGL on the date hereof (the "FTX Letter"), which relates to this Agreement by the limited partners of PSPand is designated therein as being FTX Letter, neither the execution and delivery of this Agreement nor do not, and the consummation by PSP of the transactions contemplated hereby will: (i) conflict and compliance with or the provisions hereof will not, result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit violation of, or filing default (with or notification to, any governmental without notice or regulatory authority, except (A) in connection with the applicable requirements, if any, lapse of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover lawstime, or (Eboth) where the failure to obtain such consentunder, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any a right of termination, cancellation or acceleration) under acceleration of any obligation or to the loss of a material right or benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party FTX or any of its properties Subsidiaries under: (i) any provision of the Restated Certificate of Incorporation or assets may be boundBy-Laws of FTX or the comparable charter or organization documents or by-laws of any of its Subsidiaries, except for such violations(ii) any loan or credit agreement, breaches and defaults whichnote, in the aggregatebond, would not have a material adverse effect on PSP mortgage, indenture, lease, agreement, instrument, permit, concession, franchise or adversely affect the ability license applicable to FTX or any of PSP to consummate the transactions contemplated hereby; its Subsidiaries or (iviii) assuming the consentsany judgment, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to PSP FTX or any of its Subsidiaries or any of their respective properties or assets, except for violations which other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on FTX and would not in the aggregate have a material adverse effect on PSP or adversely affect materially impair the ability of PSP FTX to consummate perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to FTX or any of its Subsidiaries in connection with the execution and delivery of this Agreement by FTX or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) for the filing and recordation requirements of the DGCL with respect to the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which FTX or any of its Subsidiaries is qualified to do business, (iii) for such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement set forth in the FTX Letter, except where the failure to obtain or make any such consent or filing would, individually or in the aggregate, reasonably be expected not to have a Material Adverse Effect, (iv) for such filings, authorizations, orders and approvals, if any, as may be required to obtain the State Takeover Approvals, (v) for such filings as may be required in connection with the taxes described in Section 5.11, (vi) for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which IGL or FTX or any of their respective Subsidiaries conducts any business or owns any property or assets, (vii) for consent of the Minerals Management Service of the United States Department of the Interior, and (viii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FTX and would not materially impair the ability of FTX to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Merger Securities Exchange Act of 1934, as amended, and of this Agreement by the limited partners of PSPrules and regulations thereunder (the "Exchange Act"), neither the execution and delivery of this Agreement nor the consummation by PSP (b) expiration of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its partnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with waiting period under the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Cc) the filing and recordation of the Georgia Certificate of Merger pursuant to the CRLPAas required by Georgia Law, (Dd) such filings and consents as may be required by under any applicable state securities or takeover laws, or (E) where the failure environmental law pertaining to obtain such consent, approval, authorization or permit, or to make such filing or any notification, would not in disclosure or required approval triggered by the aggregate have a material adverse effect on PSP Merger or adversely affect the ability of PSP to consummate the transactions contemplated hereby; by this Agreement, (iiie) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, license, agreement or other instrument or obligation to which PSP the Company or any Subsidiary is a party or by which any of its them or any of their properties or assets may be bound, except for such violationsor, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (iviii) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to PSP the Company, any Subsidiary or its any of their properties or assets, except for violations which excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP of the transactions contemplated hereby will: will (i) conflict with require Seller to file or result in register with, notify, or obtain any breach of any provision of its partnership agreement; (ii) require any permit, authorization, consent, waiver, approval, authorization or permit of, approval of or filing with or notification tofrom, any governmental or regulatory authorityGovernmental Entity (as defined below), except (A) in connection with the applicable requirements, if any, exception of filings pursuant to the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")amended, (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderthereunder (together, the "HSR Act") and filings with the Mexican Comision Federal de Competencia (if any), (Cii) the filing conflict with or breach any provision of the Certificate certificate of Merger pursuant to incorporation or by-laws (or other similar charter documents) of Seller or any of its subsidiaries, including the CRLPACompany and its subsidiaries, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation violate or breach any provision of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation of a Lien on the Shares or any right of termination, cancellation or acceleration) under any asset of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party Company or any of its properties subsidiaries pursuant to, any agreement or assets other obligation to which Seller or any of its subsidiaries, including the Company and its subsidiaries, is a party, or by which any of them may be bound, except for those listed in Section 2.4 of the Disclosure Schedule as to which Seller will use its best efforts to obtain requisite waivers or consents prior to the Closing, or (iv) violate any material order, writ, injunction, decree, judgment, statute, law or ruling of any Governmental Entity applicable to Seller or any of its subsidiaries, including the Company and its subsidiaries, excluding from the foregoing clauses (i) and (iii) such violationsrequirements, breaches and defaults whichdefaults, in the aggregate, rights or violations which would not have a Material Adverse Effect or would not have a material adverse effect on PSP or adversely affect the ability of PSP Seller to consummate the transactions contemplated hereby; or (iv) assuming the consentsby this Agreement, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.or

Consents and Approvals; No Violation. Assuming approval that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Merger and of this Agreement by the limited partners of PSPSLC Letter, neither the execution and delivery of this Agreement nor do not, and the consummation by PSP of the transactions contemplated hereby will: and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of SLC or any of its Subsidiaries under, any provision of (i) conflict with the Certificate of Incorporation or result in any breach Bylaws of SLC, (ii) any provision of the comparable charter or organization documents of any of SLC's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to SLC or any of its partnership agreement; Subsidiaries or (iiiv) require any consentjudgment, waiverorder, approvalinjunction, authorization decree, statute, law, ordinance, rule or permit regulation applicable to SLC or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SLC, materially impair the ability of SLC to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Except as set forth in Section 3.4 of the SLC Letter, no filing or registration with, review by or authorization, consent or approval of, any third party, including any Governmental Entity is required by or filing with respect to SLC or notification to, any governmental or regulatory authority, except (A) of its Subsidiaries in connection with the applicable requirements, if any, execution and delivery of this Agreement by SLC or is necessary for the consummation of the Hart-Scott-Rodino Antitrust Improvements Merger and the other transactions contemplated by this Agreement and compliance with the provisions hereof, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act of 1976, as amended (and the "XXX Xxx")Exchange Act, (X) xxrsuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (Cii) the filing of the Certificate of Merger pursuant with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which SLC is qualified to the CRLPAdo business, (Diii) applicable requirements, if any, of Blue Sky Laws, (iv) as may be required by any applicable state securities or takeover lawsunder foreign laws and (v) such other consents, or (E) where orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentbe obtained or made would not, approval, authorization individually or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect Material Adverse Effect on PSP or adversely affect SLC, materially impair the ability of PSP SLC to consummate perform its obligations hereunder or prevent the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate consummation of any order, writ, injunction, decree, statute, rule or regulation applicable to PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe certificate of incorporation (or other similar documents) or by-laws (or other similar documents) of Parent; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (A) in connection with the applicable requirements, if any, of the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX XxxHSR ACT"), (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust or takeover lawscompetition laws of foreign countries identified in the Parent Disclosure Schedule, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its Material Subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in 11 effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (ivv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Material Subsidiaries or to any of their respective assets, except for violations which which, individually or in the aggregate, would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.

Consents and Approvals; No Violation. Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither Neither the execution and delivery of this Agreement nor the consummation by PSP Parent of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its partnership agreementthe certificate of incorporation (or other similar documents) or by-laws (or other similar documents) of Parent; (ii) require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (A) in connection with the applicable requirements, if any, of the HartHarx-ScottXxxxx-Rodino Antitrust Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "XXX XxxHSR Act"), (XB) xxrsuant pursuant to the applicable requirements of the federal securities laws Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (C) the filing of the Certificate of Merger pursuant to the CRLPADGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust or takeover lawscompetition laws of foreign countries identified in the Parent Disclosure Schedule, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice 15 19 or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, mortgagelease, agreement or other instrument or obligation to which PSP Parent or any of its Material Subsidiaries is a party or by which any of its properties or their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (ivv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 4.4 5.1(g) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSP Parent or any of its properties Material Subsidiaries or to any of their respective assets, except for violations which which, individually or in the aggregate, would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on PSP Parent or adversely affect the ability of PSP Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM Technologies International, inc. and certain principal officers of Parent.