Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and Warrants, (ii) the provisions of the Approval OrderOrder and (iii) Article IX hereof), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and Warrants, (2) the performance of and compliance by the Company with all of the provisions of the Approval Order Order, and (3) the performance of and compliance by the Company with Article IX hereof, except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (iii) for filings under state securities or "blue sky" laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and the rules expiration or termination of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required waiting period under, and compliance with (other than shareholder approval requirements in respect the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of the issuance of the Warrants)1976, the applicable requirements of the Exchange Act as amended, and the rules and regulations promulgated thereunderthereunder (the "HSR Act"), (vi) for the Securities Act filing of the Certificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the rules and regulations promulgated thereunder, and Newco Charter Amendment with the rules Secretary of State of the New York Stock ExchangeState of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting's Federal Communications Commission ("FCC") Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No consentThe affirmative vote of the holders of (i) a majority of the votes cast by all outstanding shares of KCS Common Stock and KCS Preferred Stock, approvalvoting together as a single class, authorizationto approve (x) Amendment to KCS's Certificate of Incorporation in accordance with the Del. G.C.L. and (y) the issuance of the Class A Common Stock in accordance with the Del. G.C.L. and the rules of the NYSE, order, registration or qualification is the only vote of or with the holders of any Governmental Entity having jurisdiction over Security of KCS necessary to approve this Agreement and the Company or any of its Subsidiaries or any of their respective properties is required other transactions contemplated by this Agreement and the Ancillary Agreements. (b) Except for (i) (1) the issuance and delivery prior approval of the New WarrantsMexican Foreign Investments Commission, (2) clearance by the issuanceMexican Competition Commission and notice to the Mexican Ministry of Communications and Transportation, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) compliance with and filings under the Securities Laws as may be required in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, (iii) any required filings with the NYSE, (iv) the filing of the Certificate of Merger and (v) Bank consents under Amended and Restated Credit Agreement dated June 12, 2002; no consents or approvals of, or filings, declarations or registrations with any Governmental Authority, any third party or any other Person are necessary in connection with the execution and delivery by the Company KCS of this Agreement or and the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Ancillary Agreements to which it is a party and the consummation by KCS of the Acquisition or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) KCS has taken or shall take prior to Closing all corporate action necessary to assure that the transactions contemplated herein hereby and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to Ancillary Agreements will (i) the issuance not be prohibited by Section 203 of the Warrants Delaware General Corporation Law and (ii) not constitute a "trigger event" under the provisions KCS Shareholder Rights Plan. To the best of KCS's Knowledge, no other control share, anti-takeover or similar statute under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect laws of any state is applicable to the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations transactions contemplated hereby or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectAncillary Agreements.

Consents and Approvals. (a) No Neither Purchaser nor any of its Affiliates is required to obtain any order, permit, consent, approvalapproval or authorization of, authorizationnor required to make any material declaration or filing with, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) third-party in connection with the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinhereby, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderapprovals or non-objections of the Governmental Entities set forth on Schedule 6.3(a) (such approvals, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect“Purchaser Regulatory Approvals”). (b) No consentThere are no pending, approvalor to the Knowledge of Purchaser, authorization, order, registration threatened disputes or qualification of or with any Governmental Entity having jurisdiction over the Company controversies between Purchaser or any of its Subsidiaries Affiliates and any Governmental Entity, including, without limitation, with respect to capital requirements, that (i) would reasonably be expected to prevent or delay Purchaser from being able to perform its obligations under this Agreement or (ii) would reasonably be expected to impair the validity or consummation of this Agreement or the transactions contemplated hereby. Purchaser has not received any of their respective properties is required for (1) indication from any Governmental Entity that such Governmental Entity would oppose or refuse to grant or issue its consent or approval, if required, with respect to the issuance transactions contemplated hereby and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications has no reason to believe that, if requested, any Governmental Entity required to approve the transactions contemplated hereby would oppose or not obtainedpromptly grant or issue its consent or approval. (c) As of the date hereof, made or givenboth currently and after giving effect to the transactions contemplated hereby (on a pro forma basis): (i) Purchaser is and will be at least “well-capitalized”, would not reasonably be expected, individually or as defined in the aggregateFDI Act; and (ii) Purchaser meets all capital requirements, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including, without limitation, any such higher requirement, standard or ratio as applied to Purchaser by state or federal bank regulator, and no such regulator has indicated that it will condition any of the Purchaser Regulatory Approvals upon an increase in Purchaser’s capital or compliance with any capital requirement, standard or ratio. (d) The deposits of Purchaser and its Subsidiaries are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due by Purchaser. (e) Purchaser was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision and has no reason to believe that it will not maintain at least a Material Adverse Effectsatisfactory rating following its next CRA examination. Purchaser has received no notice of and has no Knowledge of any planned or threatened objection by any community group to the transactions contemplated hereby.

Consents and Approvals. (a) No consentEach of the following shall require the approval or consent of the Required Lenders: (i) The exercise of any rights and remedies under the Loan Documents following an Event of Default, approvalprovided that absent any direction from the Required Lenders, authorizationAgent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (ii) Appointment of a successor Agent; (iii) Approval of Post-Default Plan (defined in Section 20.7(d)); and (iv) Except as referred to in subsection (b) below, order, registration approval of any amendment or qualification modification of or with any Governmental Entity having jurisdiction over the Company this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of their respective properties is required for the other Loan Documents; (b) Each of the following shall require the approval or consent of all the Lenders: (i) (1) the issuance and delivery Extension of the New Warrants, Maturity Date (2beyond any extension permitted herein) the issuance, sale and delivery or forgiveness of Shares, (3) the issuance and delivery all or any portion of the Warrants, (4) the issuance, sale and delivery principal amount of the GGO SharesLoan or any accrued interest thereon, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company or any other amendment of this Agreement or the Plan and performance other Loan Documents which would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of and compliance by payment of any principal, interest or fees; (ii) Reduction of the Company with all percentage specified in the definition of Required Lenders; (iii) Increasing the amount of the Loan or any non-consenting Lender’s Commitment; (iv) Release of any lien on any material collateral (except as Borrowers are entitled to under the Loan Documents); and (v) Amendment of the provisions hereof of this Section 20.6. (c) In addition to the required consents or approvals referred to in subsections (a) and thereof and (b) above, the consummation Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the transactions contemplated herein Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and thereinif such instructions are promptly requested, except the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. (Ad) such authorization as is required Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Bankruptcy Court Agent at the direction or with the Bankruptcy Code, which shall be contained in the entry consent of the relevant Court OrderRequired Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent to the Lenders requesting Lenders’ determination, as applicable (except with respect to consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification course of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance action recommended by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. (a) No consent, approval, authorization, order, registration registration, or qualification of or with any Governmental Entity Authority or Self-Regulatory Organization having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance, and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Backstop Acquired Shares, (3) the issuance and delivery PIPE Shares or the Rollover Shares in accordance with the terms hereof, the consummation of the WarrantsTransactions by the Company, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or registration under the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy CourtSecurities Act, of the 14-day period set forth in Bankruptcy Rule 3020(eOffered Shares pursuant to the exercise of Rights, the PIPE Shares and the Rollover Shares, (ii) following entry the filing of the Confirmation OrderCharter Amendment, (iii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively with the HSR Act, “Antitrust Laws”) are made and the waiting periods thereunder (if applicable) have been terminated or expired and any applicable approvals thereunder received, and (iv) such consents, approvals, authorizations, registrations, or qualifications (x) as applicable (except may be required under state securities or Blue Sky laws in connection with respect the purchase of the Backstop Acquired Shares by the Backstop Purchasers or the PIPE Shares by Investor, the distribution of the Rights and the sale of the Offered Shares to (i) Rights Holders or the issuance of the Warrants and Rollover Shares to Lien Purchasers, or (iiy) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and pursuant to the rules of the New York Stock Exchange, and Exchange (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants“NYSE”), including the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequisite Stockholder Approval.

Consents and Approvals. (a) No consentSchedule 7.03(a) of the Acquiror Disclosure Schedule sets forth a complete and accurate list (the “Acquiror Governmental Consents”) of all consents, approvalwaivers, authorizationapprovals, orderOrders, registration permits or qualification of authorizations of, or registrations, declarations, payments or filings with, any Governmental or Regulatory Authority that are required by or with any Governmental Entity having jurisdiction over respect the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Acquiror in connection with the execution and delivery of this Agreement, the Supply Agreement and the Related Agreements to which it is a party by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of Acquiror, the transactions contemplated herein hereby and thereinthereby or the performance of its obligations hereunder and thereunder, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Codefor those consents, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consentswaivers, approvals, Orders, permits, Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. authorizations, ordersregistrations, registrations declarations, payments or qualifications that, if not obtained, made filings which a failure to obtain or given, make would not reasonably be expected, individually or in the aggregate, to have a Material an Acquiror Adverse Effect. (b) No consentSchedule 7.03(b) of the Acquiror Disclosure Schedule sets forth a complete and accurate list (the “Acquiror Third Party Consents”) of all consents, approvalwaivers, authorizationapprovals, orderor authorizations of, registration or qualification of notices to, any Person (other than a Governmental or Regulatory Authority) that are required by or with any Governmental Entity having jurisdiction over respect to the Company or any of its Subsidiaries or any of their respective properties is required for (1) Acquiror in connection with the issuance execution and delivery of this Agreement, the Warrants Supply Agreement and (2) the Related Agreements by the Acquirer, the consummation of the transactions contemplated hereby and thereby or the performance of its obligations hereunder and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunderexcept for those consents, and the rules of the New York Stock Exchange, and (C) such other consentswaivers, approvals, authorizations, orders, registrations authorizations or qualifications that, if not obtained, made notices which a failure to obtain or given, make would not reasonably be expected, individually or in the aggregate, to have a Material an Acquiror Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court BCA Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Units by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Units pursuant to the exercise of the Subscription Rights, the issuance of Common Units as payment of the Commitment Premium or the issuance of 4(a)(2) Backstop Commitment Units pursuant to the 4(a)(2) Backstop Commitment Investment, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approvalwaiver, authorizationauthorization or approval of any Governmental Entity, order, and no declaration or notice to or filing or registration or qualification of or with any Governmental Entity having jurisdiction over Entity, is necessary or required in connection with the Company execution and delivery of this Agreement by Parent or any of the performance by Parent or its Subsidiaries or any of their respective properties is required for obligations hereunder, except for: (i) (1) the issuance and delivery filing of the New Warrants, (2) Certificate of Merger with the issuance, sale and delivery Secretary of Shares, (3) State in accordance with the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and DGCL; (ii) the execution filing of the Subsequent Certificate of Merger with the Secretary of State in accordance with the DGCL and delivery by the Company DLLCA; (iii) the filing of a Notification and Report Form under the HSR Act (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement or (including the Plan and performance of and compliance financing thereof) jointly by the Company parties with all the FCC and State Regulators for approval of the provisions hereof transfer of control of the Company, and thereof receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721; (vi) the amendment or termination of the 2011 NSA by Parent or negotiation of new mitigation measures with the Team Telecom Agencies by Parent; (vii) the filing of an updated certificate pertaining to foreign interests by Parent with DSS regarding a planned change in the FOCI of Parent and, if required by DSS, the submission of a FOCI mitigation plan and the amendment or termination of any existing FOCI mitigation agreement; (viii) applicable requirements of the Securities Act and of the Exchange Act; (ix) such consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 4.4 of the Parent Disclosure Schedule; and (x) such consents, waivers, authorizations, approvals, declarations, notices, filings or registrations as will be obtained or made prior to the Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance filing of a ---------------------- notification and delivery report form under the HSR Act or any other Regulatory Law and the termination or expiration of the New Warrantswaiting period under the HSR Act and any such other Regulatory Law and any other applicable anti-trust or competition approvals, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by filing with the Company SEC of this Agreement or a joint proxy statement/prospectus relating to the Plan and performance of and compliance by matters to be submitted to Globespan's stockholders at the Company with all of the provisions hereof and thereof Globespan Stockholders Meeting and the consummation of matters to be submitted to Virata's stockholders at the transactions contemplated herein and therein, except Virata Stockholders Meeting (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderjoint proxy statement/prospectus, and any amendments or supplements thereto, the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e"Joint ----- Proxy Statement/Prospectus") following entry of the Confirmation Order, as applicable (except and a registration statement on Form S-4 with -------------------------- respect to (i) the issuance of Globespan Common Stock in the Warrants Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"), (iii) the filing of -------- the Certificate of Merger, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of NASDAQ, (v) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of shares of Globespan Common Stock pursuant to this Agreement (the consents, approvals, filings and registration required under or in relation to clauses (ii) the provisions of the Approval Orderthough (v) above, "Necessary Consents"), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cvi) such other consents, approvals, authorizations, orders, ------------------ filings and registrations the failure of which to obtain or qualifications that, if not obtained, made or given, make would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (b) No consentEffect on Virata, approval, authorization, order, registration no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company supranational or national, state, municipal or local government, foreign or domestic, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any of its Subsidiaries quasi-governmental or private body exercising any of their respective properties is required for regulatory, taxing, importing or other governmental or quasi-governmental authority (1each, a "Governmental Entity") the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company are necessary in connection with all of the provisions of the Approval Order except (A) the entry execution and ------------------- delivery by Virata of the Approval Order, this Agreement and (B) filings required under, and compliance with (other than shareholder approval requirements in respect the consummation by Virata of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals. (a) No Other than (i) under the HSR Act, (ii) from or to the FCC, (iii) from or to the State Commissions (other than the Florida Public Service Commission), (iv) from or to the Video Franchisors and (v) consents required to be maintained or obtained pursuant to any Contract in respect to which a Governmental Entity is a customer of Seller or any of its Subsidiaries, no consent, approval, waiver, authorization, orderreport, registration notice or qualification of filing is required to be obtained by Buyer from, or with to be given by Buyer to, or made by Buyer with, any Governmental Entity having jurisdiction over in connection with the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance execution, delivery and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company Buyer of this Agreement or and the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Ancillary Documents to which it is a party, and the consummation by Buyer of the transactions contemplated herein hereunder and thereinthereunder, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other for those consents, approvals, waivers, authorizations, ordersreports, registrations notices or qualifications thatfilings the failure to obtain, if not obtainedgive or make, made or givenas the case may be, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially impair or delay Buyer’s or its Subsidiaries’ ability to perform their respective obligations under this Agreement or the Ancillary Documents. (b) No consentAssuming the receipt of all consents, approvalapprovals, authorizationwaivers and authorizations and the making of all notices and filings listed in Section 5.3(a), orderBuyer will be, registration as of the Closing Date, authorized under the Communications Act and pursuant to such other Governmental Authorizations as are required from all Governmental Entities to provide the ILEC Services and to own and operate the Transferred Assets. As of the date of this Agreement, there is no claim, lawsuit, agency complaint, investigation or qualification proceeding (“Complaint”) pending against Buyer or any of its Subsidiaries, nor, to the Knowledge of Buyer, any threat to file a Complaint, in each case that if determined adversely to Buyer would materially impair or delay Buyer’s qualifications to acquire the Transferred Companies, operate the Transferred Business or obtain any required Governmental Authorization, or materially delay the grant of any consent set forth on Buyer Schedule 5.3. As of the date of this Agreement, no Complaint has been filed with any Governmental Entity having with jurisdiction over the Company Buyer or any of its Subsidiaries that raises any such question or results in any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectdelay.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the Federal Reserve Board under the BHC Act and approval of such applications, registration filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or qualification notices with any state banking authorities listed on Section 3.4 of the TCBI Disclosure Schedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by IBTX with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Certificates of Merger with the Texas Secretary pursuant to the TBOC and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Statement of Designations for the New IBTX Preferred Stock with the Texas Secretary and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such IBTX Common Stock and New IBTX Preferred Stock on the NASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company IBTX of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by IBTX of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, . IBTX is not aware of any reason why the necessary regulatory approvals and compliance with (other than shareholder approval requirements in respect consents will not be received by IBTX to permit consummation of the issuance of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity third party or any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the New WarrantsUnsubscribed Shares in accordance with the terms hereof, (2) the issuanceconsummation of the Rights Offering by the Company, sale and delivery of Shares, (3) the issuance and delivery of the WarrantsExchange Shares (including the Investor Exchange Shares) pursuant to the Debt Exchange in accordance with the terms hereof, (4) the issuance, sale exchange of Notes and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise Notes and payment of cash in exchange therefor pursuant to the New WarrantsDebt Exchange, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of registration under the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Offered Shares pursuant to the exercise of Rights, (ii) filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the applicable requirements sale or issuance of Unsubscribed Shares and Investor Exchange Shares to the Investors, (iii) consents solicited by the Company from holders of outstanding Notes to certain proposed amendments to the Old Indenture that would eliminate certain restrictive covenants and release all of the Exchange Act and liens on the rules and regulations promulgated thereunder, collateral securing the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNotes, and (Civ) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made (y) as may be required under state securities or given, would not reasonably be expected, individually or Blue Sky laws in connection with the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery purchase of the Warrants and (2) the performance of and compliance Unsubscribed Shares by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval OrderInvestors, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)Exchange Shares to holders of outstanding Notes, or the distribution of the Rights and the sale of the Offered Shares to Holders, or (z) pursuant to the rules of The Nasdaq Stock Market, including the approval of the Company’s stockholders of the issuance and sale of the Offered Shares in the Rights Offering, the applicable requirements issuance and sale of the Unsubscribed Shares to the Investors pursuant to the terms hereof, and the issuance of the Exchange Act and Shares (including the rules and regulations promulgated thereunderInvestor Exchange Shares) to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect“Stockholder Approval”).

Consents and Approvals. 3.3.1. Subject to the allocation of responsibility set forth in Section 3.3.3, Seller agrees to, and agrees to cause the Company and the Subsidiary to, apply for and use commercially reasonable efforts to obtain no later than at the Closing (a) No consentthe Regulatory Approval, approval(b) the waiver, authorizationconsent and approval of all Persons whose waiver, order, registration consent or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties approval is required by Law for (i) (1) the issuance Seller’s execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or and Seller’s, the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Company’s and the Subsidiary’s consummation of the transactions contemplated herein herein, including any consents or approvals in connection with the transfer of the Excluded Assets and thereinLiabilities, except and (Ac) such authorization as the waiver, consent and approval of all Persons whose waiver, consent or approval is required by any Material Contract, Real Property Lease, consent, judgment, decree, order or Permit to which Seller, the Bankruptcy Court Company or the Bankruptcy Code, which shall be contained in Subsidiary is a party or subject immediately prior to the entry of the relevant Court OrderClosing, and which would prohibit or require the expirationwaiver, consent or waiver by approval of any Person to, such transactions or under which, without such waiver, consent or approval, such transactions would constitute an occurrence of Default under the Bankruptcy Courtprovisions thereof, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Orderexcept for any such waiver, as applicable (except consent or approval, with respect to subsections (ib) the issuance of the Warrants and (iic) the provisions of the Approval Order)only, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expectedwhich could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) No consentEffect or a material adverse effect on the ability of Seller to consummate the transactions described herein; provided, approvalhowever, authorizationthat none of Seller, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or the Subsidiary shall make any agreements or understandings adversely affecting the Assets, the Company and the Subsidiary, or their business, as a condition to obtaining any waivers, consents or approvals required by this Section 3.3.1, except with the prior written consent of its Subsidiaries Purchaser (which consent shall not be unreasonably withheld, delayed or any conditioned). Purchaser agrees to apply for and use commercially reasonable efforts to obtain no later than the Closing the waiver, consent and approval of their respective properties all Persons whose waiver, consent or approval is (i) required by Law for (1) the issuance Purchaser’s execution and delivery of the Warrants this Agreement and (2) the performance of and compliance by the Company with all Purchaser’s consummation of the provisions of transactions contemplated herein, including the Approval Order except (A) the entry of the Approval Order, (B) filings required under, consents and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or approvals described in the aggregate, to have a Material Adverse Effect.first sentence of

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance and delivery approval of the New Warrantslisting on the NYSE, (2) the subject to official notice of issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery shares of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Acquiror Common Stock to be issued in the Merger and to be reserved for issuance upon exercise or settlement of the New WarrantsAcquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) and 2.4(b), (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution filing with the SEC of the Proxy Statement/Prospectus and delivery by the Company filing and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the issuance of Acquiror Common Stock in connection with the Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) the adoption of this Agreement or the Plan and performance of and compliance by the Required Company with all of Vote, (v) any notices or filings under the provisions hereof and thereof HSR Act and the consummation expiration or termination of any applicable waiting periods thereunder, (vi) the transactions contemplated herein filings, approvals and therein, except (A) such authorization consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(eSection 5.4(vi) following entry of the Confirmation OrderAcquiror Disclosure Letter, as applicable (except with respect to (ivii) the issuance consents, authorizations, approvals, filings or exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment companies and investment advisors and set forth in Section 5.4(vii) of the Warrants and Acquiror Disclosure Letter, (iiviii) the provisions consents and approvals set forth in Section 5.4(viii) of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeAcquiror Disclosure Letter, and (Cix) such other the consents, authorizations, approvals, authorizationsfilings and registrations of third parties which are not Governmental Entities, orders, registrations the failure of which to obtain or qualifications that, if not obtained, made or given, make would not be reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consentEffect on Acquiror, approvalno consents or approvals of, authorizationor filings or registrations with, order, registration any Governmental Entity or qualification of or with any Governmental Entity having jurisdiction over the Company other third party by and on behalf of Acquiror or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company Merger Sub are necessary in connection with all of the provisions of the Approval Order except (A) the entry execution and delivery by Acquiror of this Agreement and the Approval Order, Voting Agreement and the execution and delivery by Merger Sub of this Agreement and (B) filings required under, the consummation by Acquiror and compliance with (other than shareholder approval requirements in respect Merger Sub of the issuance of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act other transactions contemplated by this Agreement and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectVoting Agreement.

Consents and Approvals. Except for (a) No consentthe filing of applications and notices, approvalas applicable, authorizationwith (i) the Federal Reserve Board, order(ii) the FDIC and (iii) the Director, registration and the consent to and approval of such applications and notices, (b) the filing with the SEC of the Registration Statement, (c) the approval of this Agreement by the requisite vote of the stockholders of the Seller and the approval of the Bank Merger Agreement by the requisite vote of the stockholders of the Seller Bank and the Buyer Bank, (d) the filing of the Articles of Merger with the Secretary to effect the Merger pursuant to the RIBCA and articles of merger to effect the Bank Merger, pursuant to Title 19 of the General Laws of Rhode Island and the RIBCA, (e) such filings and approvals as are required to be made or qualification obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of shares of Buyer Common Stock pursuant to this Agreement, and (f) such filings, authorizations or approvals as may be set forth in Section 4.04 of the Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or with any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) third-party are necessary in connection with the execution and delivery by the Company Buyer of this Agreement, the execution and delivery of the Bank Merger Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Buyer Bank, and the consummation of the Merger, the Bank Merger and the other transactions contemplated herein hereby and thereinthereby, except (A) where the failure to obtain such authorization as is required by the Bankruptcy Court consents or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expirationapprovals, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) make such filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or givenregistrations, would not prevent the Buyer from performing its obligations under this Agreement. The Buyer does not believe that any fact or circumstance exists relating to Buyer or its Subsidiaries that is reasonably be expected, individually likely to materially impede or delay receipt of any Governmental Approval described in this Section 4.04 or is reasonably likely to result in the aggregate, to have imposition of a Material Adverse EffectBurdensome Condition (as defined herein). (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentEach of the following shall require the approval or consent of the Required Lenders (provided, approvalhowever, authorizationin the event KeyBank and LaSalle have exercised their rights pursuant to Section 14.19(c), orderHuntington shall be excluded in the calculation of "Required Lenders"): (i) The exercise of any rights and remedies under the Loan Documents following an Event of Default, registration provided that absent any direction from the Required Lenders, Agent may exercise any right or qualification remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (ii) Appointment of a successor Agent; (iii) Approval of Post-Default Plan (as defined in and subject to Section 14.7(d)); and (iv) Except as referred to in subsection (b) below, approval of any amendment or with any Governmental Entity having jurisdiction over the Company modification of this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any provision of this Agreement or any of their respective properties is required for the other Loan Documents; (b) Each of the following shall require the approval or consent of all of the Lenders: (i) (1) the issuance and delivery Extension of the New Warrants, Maturity Date (2beyond any extension permitted herein) the issuance, sale and delivery or forgiveness of Shares, (3) the issuance and delivery all or any portion of the Warrants, (4) the issuance, sale and delivery principal amount of the GGO SharesLoan or any accrued interest thereon, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company or any other amendment of this Agreement or the Plan and performance other Loan Documents which would reduce the interest rate or interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of and compliance by payment of any principal, interest or fees; (ii) Reduction of the Company percentage specified in the definition of Required Lenders; (iii) Reducing or increasing of the amount of the Loan or any Lender's Commitment, or change the requirement that each Lender fund in accordance with all its Percentage; (iv) Release of any lien on any material collateral (except as Borrower is entitled to under the Loan Documents); (v) Release of any Guarantor; and (vi) Amendment of the provisions hereof of this Section 14. (c) In addition to the required consents or approvals referred to in subsections (a) and thereof and (b) above, the consummation Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the transactions contemplated herein Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and thereinif such instructions are promptly requested, except the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. (Ad) such authorization as is required Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Bankruptcy Court Agent at the direction or with the Bankruptcy Code, which shall be contained in the entry consent of the relevant Court OrderRequired Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent to the Lenders requesting Lenders' determination, as applicable (except with respect to consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the "Lender Reply Period"). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification course of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance action recommended by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. Except for (a) No consentthe filing of applications and notices, approvalas applicable, authorizationwith the Federal Reserve Board under the BHC Act and approval of such applications and notices, order(b) the pre-merger notification requirements of the HSR Act, registration (c) the State Approvals, (d) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus and any filings under the Securities Act required in connection with the issuance of shares of U.S. Bancorp Common Stock pursuant to the U.S. Bancorp Option Agreement, (e) the filing of the Wisconsin Articles with the Wisconsin Depart- ment pursuant to the WBCL, (f) the filing of the Delaware Certificate with the Delaware Secretary pursuant to the DGCL, (g) any consents, authorizations, approvals, filings or qualification exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, insurance companies and agents, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws and (h) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of shares of Surviving Corporation Common Stock pursuant to this Agreement or the resale of shares of U.S. Bancorp Common Stock as contemplated by the U.S. Bancorp Stock Option Agreement, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company U.S. Bancorp of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by U.S. Bancorp of the Approval Order)transactions contemplated hereby, (B) filings required underexcept to the extent that the absence of any such consent, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)authorization, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderapproval, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations filing or qualifications that, if not obtained, made or given, exemption would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on U.S. Bancorp or the Surviving Corporation. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Xxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Xxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Xxxxxxx of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Xxxxxxx of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Xxxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing with, approvaland declaration of effectiveness by, authorizationthe United States Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to this transaction, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any other registration statement on Form S-4 used in connection with the Merger, the "Registration Statement") in which will be included as a prospectus a definitive proxy statement relating to the meeting of its Subsidiaries or any stockholders (the "OrthAlliance Stockholders' Meeting") of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of OrthAlliance to be held in connection with this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein(the "Proxy Statement"), except (Ab) such authorization as is required the approval of this Agreement by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry requisite vote of the relevant Court Orderstockholders of OrthAlliance, (c) the filing of the Certificate of Merger with the Delaware Secretary, (d) the filing by OCA and OrthAlliance of a pre-merger notification with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("Antitrust Division") under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expirationexpiration or termination of any waiting period thereunder, (e) any filings required under state securities or waiver "Blue Sky" laws, (f) any filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Bankruptcy Courttransactions contemplated in this Agreement, (g) requisite consent to consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of Merger by the Confirmation Order, as applicable (except with respect to (i) lenders under the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeOrthAlliance Credit Agreement, and (Ch) such other authorizations, consents, approvalsapprovals or filings, authorizations, orders, registrations the failure of which to obtain or qualifications that, if not obtained, made or given, would not reasonably be expectedmake, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required underdoes not have, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a an OrthAlliance Material Adverse EffectEffect or materially impair or delay the consummation by OrthAlliance of the transactions contemplated hereby, no authorization, consents or approvals of or filings or registrations with any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency or commission or other governmental authority or instrumentality (each a "Governmental Authority") or with any third party are necessary in connection with (i) the execution and delivery by OrthAlliance of this Agreement and the OrthAlliance Documents and (ii) the consummation by OrthAlliance of the Merger.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance and delivery filing with the SEC of the New Warrants, (2) Joint Proxy Statement and the issuance, sale filing and delivery declaration of Shares, (3) the issuance and delivery effectiveness of the WarrantsForm S-4, (4and such reports under Sections 12, 13(a), 13(d), 13(g) the issuance, sale and delivery 16(a) of the GGO SharesExchange Act as may be required in connection with this Agreement, (5) and the issuance transactions contemplated hereby and delivery of thereby, and obtaining from the GGO WarrantsSEC such orders as may be required in connection therewith, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof and thereof and Certificates of Merger with the consummation Secretary of State of the transactions contemplated herein and therein, except (A) such authorization as is required by State of Delaware pursuant to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)DGCL, (Biii) any notices or filings required under, and compliance with (other than shareholder approval requirements in respect of under the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (iv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Newco Common Stock pursuant to this Agreement, and approval of the listing of such Newco Common Stock on the NYSE or the NASDAQ, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Merger Approval (or, if the Mergers are to be effected through Chapter 11 Cases with respect to Dex, the Dex Stockholder Plan Approval), (vii) such filings or notices required under the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNYSE or the NASDAQ, (viii) if the Mergers are to be effected though Chapter 11 Cases with respect to Dex, such filings (including a chapter 11 plan of reorganization and disclosure statement) and consents as are required under the Bankruptcy Code to cause the Chapter 11 Cases to be commenced and consummated, and (Cix) such other consents, approvals, authorizations, orders, filings or registrations or qualifications that, if not obtained, the failure of which to be made or given, would not reasonably be expectedobtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (b) No consentEffect on Dex, approval, authorization, order, registration no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company are necessary in connection with all of the provisions of the Approval Order except (A) the entry execution and delivery by Dex and the Merger Subs of the Approval Order, this Agreement and (B) filings required under, the consummation by Dex and compliance with (other than shareholder approval requirements in respect the Merger Subs of the issuance of the Warrants), the applicable requirements of the Exchange Act Mergers and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals. (a) No Assuming the accuracy of the Commitment Parties’ representations and warranties in Article V, no consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Company or any of its Subsidiaries Group Members or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court BCA Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time, (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Common Shares or Preferred Shares as payment of the Backstop Commitment Fee, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Other than in connection with (a) No consentthe HSR Act, approvalthe Anti-monopoly Law of the PRC and the regulations promulgated thereunder, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company Hong Kong Merger Regulation (to the extent required) or any other Antitrust Laws, (b) CFIUS pursuant to Section 721 of its Subsidiaries or any of their respective properties is required for the DPA, (c) DSS pursuant to the NISPOM, (d) (i) (1) the issuance and delivery filing with the SEC of the New WarrantsProxy Statement in definitive form under the Exchange Act, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by filing with the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderSEC, and declaration of effectiveness under the expiration, or waiver by the Bankruptcy CourtSecurities Act, of the 14-day period set forth registration statement on Form S-4 in Bankruptcy Rule 3020(e) following entry of connection with the Confirmation OrderShare Issuance, in which the Proxy Statement will be included as applicable a prospectus (except with respect to the “Form S-4”), and (iiii) the issuance filing with the SEC of the Warrants and (ii) the provisions of the Approval Order), (B) filings required such reports under, and such other compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)with, the applicable requirements of the Exchange Act and the rules Securities Act as may be required in connection with this Agreement, the Ancillary Agreements and regulations promulgated the transactions contemplated hereby and thereby and (e) the submission and approval of the announcements as may be required to be issued under the Hong Kong Listing Rules and the Hong Kong Merger Regulation and the Circular to the Hong Kong Exchange and the Hong Kong Executive for approval by the Hong Kong Exchange and the Hong Kong Executive respectfully (the matters covered under (a) through (e) above, collectively, the “Buyer’s Required Approvals”), no Buyer Party is required to obtain any authorization, waiver, consent or approval of, or make any filing or registration with, or give any notice to, any Government Entity or to obtain any Permit in connection with the execution, delivery and performance by any of the Buyer Parties of this Agreement or each of the Ancillary Agreements to which it is a party or any of the transactions contemplated hereunder or thereunder, other than any authorization, waiver, consent, approval, filing, registration, notice or Permit, the Securities Act and the rules and regulations promulgated thereunderfailure of which to obtain, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations make or qualifications that, if not obtained, made or given, give would not reasonably be expectednot, individually or in the aggregate, to have a Buyer Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Subject to the representations and warranties made by the Backstop Purchasers in this Agreement being true and correct, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New the Rights, Common Stock upon exercise of Shares, Preferred Shares and Warrants pursuant to the New WarrantsPlan and this Agreement, (7) including the Backstop Purchaser Shares, Backstop Purchaser Warrants and the Supporting Note Shares, and the issuance of GGO the Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock Shares upon exercise of the Warrants and (ii) conversion of the Preferred Shares, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or the Plan and or the performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinTransactions, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Orders and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable applicable, (except ii) any required filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Act (ithe “HSR Act”) relating to the placement of Common Shares and Preferred Shares with the Backstop Purchasers, (iii) any other merger control filings and approvals required by Law relating to the placement of Common Shares and Preferred Shares with the Backstop Purchasers, (iv) the issuance filing with the Secretary of State of the Warrants State of Delaware of the Amended and Restated Certificate of Incorporation to be applicable to the Company from and after the Effective Date, (iiv) the provisions filing with the Secretary of State of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect State of Delaware of the issuance Certificate of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and Designations or (Cvi) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws, if not obtainedin connection with the distribution of Rights or the issuance and/or purchase of the Common Shares and Preferred Shares, made or given, would not reasonably be expected, individually or in and except to the aggregate, to have a Material Adverse Effect. (b) No extent the absence of any such consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expectedqualification, individually or in the aggregate, has not had or would not reasonably be expected to have have, a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company respect to Parent or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Merger Sub in connection with the execution and delivery by the Company of this Agreement by Parent and Merger Sub or the Plan consummation by Parent and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Merger Sub of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Parent; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as Delaware pursuant to applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings the filing of a pre-merger notification report by Parent as may be required under, under the HSR Act and compliance with (other than shareholder approval requirements in respect the expiration or termination of the issuance applicable waiting period; (d) the filing with the SEC of the Warrants), the applicable requirements Registration Statement and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the filing with a National Stock Exchange of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and the obtaining from such exchange of its approvals thereof; (f) such filings and approvals as may be required by any applicable state securities, “blue sky” or takeover laws or Environmental Laws; and (g) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to Parent, Merger Sub or any Parent Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeEffect on Parent, and (Cy) such other consentsany consent, approvals, authorizations, orders, registrations approval or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in waiver required by the aggregate, to have a Material Adverse Effectterms of the Parent Bank Credit Agreement.

Consents and Approvals. (a) No consentconsents or approvals of, approvalwaivers by, authorizationnotices to, order, registration or qualification of filings or registrations with any Governmental Entity having jurisdiction over are required to be obtained, given, or made by BancShares, Merger Sub, or FCB in connection with the Company execution, delivery, or any performance of its Subsidiaries this Agreement by BancShares, Merger Sub, and FCB, or any the execution, delivery, or performance of their respective properties is required for the Bank Merger Agreement by FCB, or the consummation by BancShares, Merger Sub, and FCB of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Regulatory Approvals; (ii) the execution filing of the Articles of Merger with the North Carolina Secretary of State, the filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, and delivery by the Company filing of the Bank Merger Certificates; (iii) such other filings, registrations, consents, declarations, and approvals as are required to be made or obtained under or pursuant to applicable federal or state securities Laws; (iv) the approval of this Agreement or by FCB as the Plan sole shareholder of Merger Sub in accordance with the articles of incorporation and performance bylaws of Merger Sub and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderapplicable Law, and the expiration, or waiver by the Bankruptcy Court, approval of the 14-day period set forth Bank Merger Agreement by BancShares as the sole shareholder of FCB in Bankruptcy Rule 3020(e) following entry accordance with the charter and bylaws of the Confirmation Order, as FCB and applicable (except with respect to (i) the issuance of the Warrants Law; and (iivii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizationswaivers, ordersnotices, filings, and registrations the failure of which to obtain, give, or qualifications that, if not obtained, made or given, make would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect. (b) No consentmaterial impact on BancShares or FCB or their Subsidiaries or, approvalafter the Mergers and the Bank Merger, authorizationthe Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, order, registration or qualification BancShares does not have Knowledge of or with any Governmental Entity having jurisdiction over the Company or reason why any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if waivers referred to in this Section 5.2(e) will not obtained, made be obtained or given, would not reasonably be expected, individually or received in the aggregate, to have a Material Adverse Effecttimely manner.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties Consent is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and its obligations hereunder (including the consummation of the transactions contemplated herein Merger) and thereinthereunder, except for: (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry filing of the relevant Court Order, Notification and Report Form under the HSR Act and the expiration, filing of notifications required under any applicable foreign antitrust or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(ecompetition laws or regulations; (b) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and as may be required under applicable state securities or “blue sky” Legal Requirements of the United States; (c) the filing of a certificate of merger with the Secretary of State of the State of Delaware; (d) the filing with the SEC of the Proxy Statement relating to the Company Members’ Meeting; (e) the Consents required or contemplated under the Advisers Act, the Investment Company Act and any Investment Advisory Arrangements; (f) the filings or notices required by, and any approvals required under the rules and regulations promulgated thereunderof, the Securities Act and the rules and regulations promulgated thereunderany self-regulatory organization, and the rules of including the New York Stock ExchangeExchange and the Financial Industry Regulatory Authority (each, a “Self-Regulatory Organization”); (g) the filing of the CFIUS Notice and the receipt of the CFIUS Clearance; (h) satisfaction of the ITAR Pre-Notification Requirement; and (Ci) such other consents, approvals, authorizations, orders, registrations or qualifications that, Consents which if not obtained, obtained or made or given, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery . Part 2.3 of the Warrants Disclosure Schedule contains a true and complete list as of the date hereof of (i) each Consent (including the party from whom, and the manner in which, such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and (2ii) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with each Consent (other than shareholder approval requirements in respect an Advisers Act Consent) required to prevent or waive any put right, right of redemption, termination of the issuance investment period, termination of the Warrantsfund or default materially adverse to the Acquired Companies pursuant to any Fund Document (each such Consent, an “Investor Waiver”), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.case of each of clauses “(i)” and “

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Company, New Seadrill or any of their respective material Subsidiaries or any other Debtors or any of their properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Company, New Seadrill or any such Subsidiary or other Debtor of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the Company Company, New Seadrill or any such Subsidiary or other Debtor, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ib) the issuance entry of the Warrants and Disclosure Statement Order, (iic) entry by the provisions Bankruptcy Court or any other court of competent jurisdiction (including any such court that may properly preside over the Approval OrderAncillary Proceedings, if any), of Orders as may be necessary in the Chapter 11 Cases and/or Ancillary Proceedings, from time-to-time, (Bd) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under applicable federal, foreign and/or state securities or “Blue Sky” Laws in connection with the issuance of the Debt Subscription Rights, Equity Subscription Rights, the issuance of the Debt Rights Offering Securities pursuant to the exercise of the Debt Subscription Rights and the issuance of the Creditor Equity Rights Offering Securities pursuant to the exercise of the Equity Subscription Rights, (f) the listing of the Equity Securities on the New York Stock Exchange or the Oslo Stock Exchange, and (g) any Applicable Consents that have already been made or obtained or, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. Effect (b) No consenteach, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or a “Non-Applicable Consent”). Notwithstanding any of its Subsidiaries the foregoing, no Non-Applicable Consent is required for the execution and delivery of this Agreement by the Company, New Seadrill or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (material Subsidiaries or any other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectDebtors.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (iii) for filings under state securities or "blue sky" laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and the rules expiration or termination of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required waiting period under, and compliance with (other than shareholder approval requirements in respect the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the issuance of the Warrants)1976, the applicable requirements of the Exchange Act as amended, and the rules and regulations promulgated thereunderthereunder (the "HSR Act"), (vi) for the Securities Act filing of the Certificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the rules and regulations promulgated thereunder, and Newco Charter Amendment with the rules Secretary of State of the New York Stock ExchangeState of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting's Federal Communications Commission ("FCC") Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No consentThe affirmative vote of the holders of a majority of the votes cast by the holders of all outstanding shares of KCS Common Stock and KCS Preferred Stock, approvalvoting together as a single class, authorizationto approve the issuance of the Common Stock in accordance with the Del. G.C.L. and the rules of the NYSE (the “KCS Stockholder Approval”), orderis the only vote of the holders of any Security of KCS necessary to approve this Agreement and the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) Except (i) as set forth in Section 6.3(a), registration (ii) the prior approval of the Mexican Foreign Investments Commission, (iii) clearance by the Mexican Competition Commission, (iv) notice to the Mexican Ministry of Communications and Transportation, (v) compliance with and filings under the Securities Laws as may be required in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, (vi) any required filings with the NYSE, (vii) the filing of the Certificate of Merger, and (viii) the expiration or qualification earlier termination of the waiting period under the HSR Act, no consents or approvals of, or filings, declarations or registrations with any Governmental Entity having jurisdiction over the Company Authority, any third party or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) other Person are necessary in connection with the execution and delivery by the Company KCS of this Agreement and the Ancillary Agreements to which it is a party and the consummation by KCS of the Acquisition or the Plan other transactions contemplated by this Agreement and performance the Ancillary Agreements. (c) The Board of Directors of KCS (the “KCS Board”) has approved this Agreement, the Ancillary Agreements, and compliance by the Company with all Acquisition contemplated herein, including the issuance of more than 15% of the provisions hereof and thereof and outstanding voting stock of KCS pursuant to the Acquisition, to ensure that the restrictions on business combinations set forth in Section 203 of the Del. G.C.L. will not apply to the Acquisition or to the consummation of the other transactions referred to in this Agreement and the Ancillary Agreements (including the exercise of pre-emptive rights under and in accordance with the terms of the Stockholders’ Agreement). Prior to Closing, KCS shall take all corporate action necessary to amend the KCS Stockholder Rights Plan so that the acquisition of the KCS Common Stock pursuant to this Agreement and the Ancillary Agreements and the transactions contemplated herein by this Agreement and thereinthe Ancillary Agreements will not constitute a “trigger event” under the KCS Stockholder Rights Plan. To the best of KCS’s Knowledge, except (A) such authorization as for Section 203 of the Del. G.C.L., no control share, anti-takeover or similar statute under the laws of any state in the United States is required applicable to the acquisition of KCS Common Stock contemplated hereby and by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectAncillary Agreements. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Other than (i) under the HSR Act, (ii) from or to the FCC, (iii) from or to the State Commissions and (iv) the Connecticut Public Utilities Regulatory Authority for a video franchise, no consent, approval, waiver, authorization, orderreport, registration notice or qualification of filing is required to be obtained by Buyer from, or with to be given by Buyer to, or made by Buyer with, any Governmental Entity having jurisdiction over in connection with the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance execution, delivery and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company Buyer of this Agreement or and the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Ancillary Documents, and the consummation by Buyer of the transactions contemplated herein hereunder and thereinthereunder, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other for those consents, approvals, waivers, authorizations, ordersreports, registrations notices or qualifications thatfilings the failure to obtain, if not obtainedgive or make, made or givenas the case may be, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially impair or delay Buyer’s or its Subsidiaries’ ability to perform their respective obligations under this Agreement or the Ancillary Documents. (b) No consentAssuming the receipt of all consents, approvalapprovals, authorizationwaivers and authorizations and the making of all notices and filings listed in Section 5.3(a), orderBuyer will be, registration as of the Closing Date, authorized under the Communications Act and pursuant to such other Governmental Authorizations as are required from all Governmental Entities to provide the ILEC Services and to own and operate the Transferred Assets. As of the date of this Agreement, there is no claim, lawsuit, agency complaint, investigation or qualification proceeding (“Complaint”) pending against Buyer or any of its Subsidiaries, nor, to the Knowledge of Buyer, any threat to file a Complaint, in each case that if determined adversely to Buyer would materially impair or delay Buyer’s qualifications to acquire the Transferred Companies, operate the Transferred Business, obtain any Governmental Authorization that is required, or materially delay the grant of any consent set forth on Buyer Schedule 5.3. As of the date of this Agreement, no Complaint has been filed with any Governmental Entity having with jurisdiction over the Company Buyer or any of its Subsidiaries that raises any such question or results in any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectdelay.

Consents and Approvals. (a) No consentEach of the following shall require the approval or consent of the Required Lenders: (A) The exercise of any rights and remedies under the Loan Documents following an Event of Default, approvalprovided that absent any direction from the Required Lenders, authorizationAgent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (B) Appointment of a successor Agent; (C) Approval of Post-Default Plan (defined in Section 25.7(d)); and (D) Except as referred to in subsection (b) below, order, registration approval of any amendment or qualification modification of or with any Governmental Entity having jurisdiction over the Company this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of their respective properties is required for the other Loan Documents; (ib) (1) the issuance and delivery Each of the New Warrants, following shall require the approval or consent of all the Lenders: (2A) the issuance, sale and delivery of Shares, (3) the issuance and delivery Extension of the Warrants, Maturity Date (4beyond any extension permitted herein) the issuance, sale and delivery or forgiveness of all or any portion of the GGO Shares, (5) the issuance and delivery principal amount of the GGO WarrantsLoan or any accrued interest thereon, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company or any other amendment of this Agreement or the Plan and performance other Loan Documents which would reduce the interest rate, interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of and compliance by payment of any principal, interest or fees; (B) Reduction of the Company with all percentage specified in the definition of Required Lenders; (C) Increasing the amount of the Loan or any non-consenting Lender’s Commitment; (D) Release of any lien on any material collateral (except as Borrower is entitled to under the Loan Documents); (E) The release or forgiveness of Guarantor; and (F) Amendment of the provisions hereof of this Section 25.6. (c) In addition to the required consents or approvals referred to in subsections (a) and thereof and (b) above, the consummation Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the transactions contemplated herein Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lender, and thereinif such instructions are promptly requested, except the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. (Ad) such authorization as is required Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Bankruptcy Court Agent at the direction or with the Bankruptcy Code, which shall be contained in the entry consent of the relevant Court OrderRequired Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent to the Lenders requesting Lenders’ determination, as applicable (except with respect to consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification course of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance action recommended by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. Except for (ai) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or qualification notices with any state banking authorities listed on Section 3.4 of the Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, (vi) the filing of the Certificates of Merger with the New York State Department pursuant to the NYBCL and the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates, (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Sterling Common Stock on the NYSE, and (viii) the FINRA Approval, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company Sterling of this Agreement or (B) the Plan and performance of and compliance consummation by the Company with all Sterling of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated herein Merger and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company respect to Parent or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Merger Sub in connection with the execution and delivery by the Company of this Agreement by Parent and Merger Sub or the Plan consummation by Parent and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Merger Sub of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Parent; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as Delaware pursuant to applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, DGCL and compliance with (other than shareholder approval requirements in respect the filing of the issuance Articles of Merger with the Secretary of State of Texas pursuant to applicable provisions of the Warrants), TBCA; (c) the filing of a pre-merger notification report by Parent as may be required under the HSR Act and the expiration or termination of the applicable requirements waiting period; (d) the filing with the SEC of the Registration Statement and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the filing with a National Stock Exchange of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and the obtaining from such exchange of its approvals thereof; (f) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (g) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to Parent, Merger Sub or any Parent Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect. Effect on Parent, (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1y) the issuance and delivery valid approval of the Warrants and Prize Proposal (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of including the issuance of the Warrants), Parent Common Stock in the applicable requirements Merger) by the stockholders of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeParent, and (Cz) such other consentsany consent, approvals, authorizations, orders, registrations approval or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in waiver required by the aggregate, to have a Material Adverse Effectterms of the Parent Bank Credit Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing with the SEC of a Proxy Statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (1) the issuance and delivery of the New Warrants“Proxy Statement”), (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof and thereof and Certificate of Merger with the consummation Secretary of State of the transactions contemplated herein and therein, except (A) such authorization as is required by State of Delaware pursuant to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)DGCL, (Biii) any consents, authorizations, approvals, filings required under, and or exemptions in connection with compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunderof any applicable industry self-regulatory organization (“SRO”), and the rules of the New York Stock ExchangeNASDAQ, or that are required under insurance industry regulations and other similar laws, (Civ) such other filings required under the HSR Act, (v) the regulatory consents, approvals and clearances from banking regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(A) (the “Banking Regulatory Consents”), (vi) the regulatory consents, approvals and clearances from insurance regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(B) (the “Insurance Regulatory Consents”), (vii) the regulatory consents, approvals, authorizationsclearances and licenses from lender services regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(C) (the “Lender Services Regulatory Consents and Licenses”), or (viii) such consents, waivers, approvals, orders, registrations authorizations, registrations, declarations and filings the failure of which to be obtained or qualifications that, if not obtained, made or given, would not reasonably be expectednot, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration material adverse effect on the ability of Company and its Subsidiaries to perform their obligations under this Agreement or qualification consummate the transactions contemplated hereby no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Authority are necessary to be obtained or made by Company or any of its Subsidiaries in connection with the consummation by Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any of their respective properties is required for (1) Governmental Authority are necessary in connection with the issuance execution and delivery by Company of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement.

Consents and Approvals. (a) No Except as disclosed in Exhibit 3.7(a), no consent, approvalapproval or action of, authorization, order, registration filing with or qualification of or with notice to any Governmental Entity having jurisdiction over the Company or Regulatory Authority (as hereinafter defined) or any third party on the part of its Subsidiaries or Warnxx-Xxxxxxx xx any of their respective properties Selling Affiliate is required for (i) (1) in connection with the issuance execution, delivery and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company performance of this Agreement or the Plan and performance of and compliance by the Company with all any of the provisions hereof and thereof and Operative Agreements to which it is a party or the consummation of the transactions contemplated herein and thereinhereby or thereby, except (Ai) where the failure to obtain any such authorization as is required consent, approval or action, to make any such filing or to give any such notice will not adversely affect the ability of Warnxx-Xxxxxxx xx consummate the transactions contemplated by the Bankruptcy Court this Agreement or the Bankruptcy Codeability of Warnxx-Xxxxxxx xx any Selling Affiliate to consummate the transactions contemplated by any Operative Agreement or to perform its obligations hereunder or thereunder, which shall be contained or have a material adverse effect on the condition of the Business or impair the ability of Horizon to operate the Business in the entry of the relevant Court Orderordinary course, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions those as would be required solely as a result of the Approval Order)identity or the legal or regulatory status of Horizon or any of its Affiliates. As used herein, (B) filings required under"Governmental or Regulatory Authority" means any court, and compliance with (tribunal, arbitrator, authority, agency, commission, official or other than shareholder approval requirements in respect instrumentality of the issuance of the Warrants)United States or any relevant country, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderstate, the Securities Act and the rules and regulations promulgated thereunderprovince, and the rules of the New York Stock Exchangecounty, and (C) such city or other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectpolitical subdivision. (b) No Except as disclosed in Exhibit 3.7(b), no consent, approvalapproval or action of, authorization, order, registration filing with or qualification of or with notice to any Governmental Entity having jurisdiction over or Regulatory Authority (as hereinafter defined) or any third party on the Company part of Horizon is required in connection with the execution, delivery and performance of this Agreement or any of its Subsidiaries the Operative Agreements to which it is a party or any of their respective properties is required for (1) the issuance and delivery consummation of the Warrants transactions contemplated hereby or thereby, except where the failure to obtain any such consent, approval or action, to make any such filing or to give any such notice will not adversely affect the ability of Horizon to consummate the transactions contemplated by this Agreement or the ability of Horizon to consummate the transactions contemplated by any Operative Agreement or to perform its obligations hereunder or thereunder. (c) The parties acknowledge that transfer of the NDA for the Product will not be completed until receipt and (2) the performance of and compliance acceptance by the Company with all FDA of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act Warnxx-Xxxxxxx Xxxignment Letters and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectHorizon Assumption Letters.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Wxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Wxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Wxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Wxxxxxx of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Wxxxxxx of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Wxxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court PPA and BCA Approval Order authorizing the Company to enter into this Agreement and perform the PPA and BCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Private Placement Shares by the Private Placement Parties, the issuance of the Private Placement Shares, the issuance of Common Shares as payment of the Private Placement Commitment Premium and Private Placement Ticking Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe requisite filings with, approvalnotices to and approval of the Federal Reserve Board under the BHCA and the Bank Merger Act, authorizationthe FSA, orderthe HKMA, registration and the FBC, (b) the filing of any required applications or qualification notices with the New York State Banking Department, (c) the filing with the SEC of the Proxy Statement in definitive form, (d) approval of the Merger by the board of directors of Merger Sub and by the stockholders of Merger Sub in accordance with the MGCL and the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of supranational, federal, state, local and foreign laws (including, without limitation, securities and insurance laws) relating to the regulation of broker-dealers, investment advisers and insurance agencies and any applicable SRO, and the rules of the NYSE, the Philadelphia Stock Exchange, the International Stock Exchange, the Swiss Electronic Exchange or the Luxembourg Stock Exchange, (f) the approval of the Merger by the requisite vote of the stockholders of the Company, (g) the expiration of any applicable waiting period under the HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable antitrust law or merger regulation, including the EC Merger Regulation, (h) such additional consents and approvals set forth in Section 5.3 of the Parent Disclosure Schedule, (i) the filing of the Offer Circular with, and the approval of such Offer Circular by, the CSFS, the Luxembourg Stock Exchange and the Swiss Electronic Exchange, and (j) consents, authorizations, approvals, filings and registrations the failure of which to obtain or make would not be reasonably likely to result in a Material Adverse Effect on Parent or prevent or materially delay consummation of the Merger, the Offer or the Bank Merger, no consents, authorizations or approvals of or filings or registrations with any Governmental Entity or, of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for other Person by Parent, are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iix) the execution and delivery by the Company Parent and Merger Sub of this Agreement or Agreement, (y) the Plan and performance of and compliance consummation by the Company with all Merger Sub of the provisions hereof and thereof and Merger or by HSBC Bank USA of the Bank Merger or (z) the consummation by Parent or Offer Sub of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Offer. As of the relevant Court Orderdate hereof, and the expiration, Parent has no reason to believe that any Requisite Regulatory Approvals will not be obtained or waiver by the Bankruptcy Court, satisfied without imposition of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Ordera Burdensome Condition, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectcase may be. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) any approvals or filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (1the “HSR Act”), and any applicable foreign antitrust laws, (ii) the issuance and delivery Company Stockholder Approval, (iii) the filing with the SEC of (A) a joint proxy statement/prospectus (as amended or supplemented, the “Joint Proxy Statement/Prospectus”) to be sent to the stockholders of the New WarrantsCompany in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting, to be prepared in accordance with the Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (2iv) the issuance, sale filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and delivery appropriate documents with the relevant authorities of Sharesother states in which the Company is qualified to do business, (3v) such filings as may be required under the rules and regulations of NASDAQ, (vi) the issuance consents, notices and delivery approvals set forth in Section 3.5 of the WarrantsCompany Disclosure Letter (which includes without limitation any consents and approvals required under any Company Material Contract and any Company Real Property Lease), (4vii) such consents, notices, approvals or filings in connection with any state or local Tax which is attributable to the issuance, sale and delivery beneficial ownership of the GGO SharesCompany’s real property, if any, (5viii) the issuance such filings and delivery of the GGO Warrantsconsents as may be required by any applicable state securities or “blue sky” laws or state takeover laws, (6ix) 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 issuance of New Common Stock upon exercise of Merger or the New WarrantsTransactions (the consents referred to in clauses (i) through (ix), (7the “Company Consents”) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) x) such additional consents, notices and approvals, the issuance failure of Common Stock upon exercise which to make or obtain would not have a Company Material Adverse Effect, no consents or approvals of the Warrants and any Governmental Entity or any Third Party are necessary in connection with (iiA) the execution and delivery by the Company of this Agreement or and (B) the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing of any required applications, filings and notices, as applicable, with the NYSE, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions (1collectively, “Competition Laws”), (iii) the issuance filing of any required applications, filings and delivery notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the New WarrantsS-4, (2v) the issuance, sale and delivery filing of Sharesthe Articles of Merger with the Nevada Secretary pursuant to the NRS, (3vi) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New the shares of Camber Common Stock upon exercise pursuant to this Agreement and the approval of the New Warrantslisting of such Camber Common Stock on the NYSE, as applicable; and (7v) the issuance of GGO Common Stock upon exercise consent of the GGO Warrants and holders of Camber’s Series C Preferred Stock, no material consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and SRO) (iieach a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by the Company Camber of this Agreement Agreement, or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and (B) the consummation by Camber of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry hereby. As of the relevant Court Orderdate hereof, Camber is not aware of any reason why the necessary regulatory approvals and the expiration, consents will not be received by Camber or waiver by the Bankruptcy Court, Merger Sub to permit consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Merger on a timely basis. As of the Confirmation Orderdate hereof, as applicable (except with respect to (i) the issuance knowledge of the Warrants and (ii) the provisions of the Approval Order)Camber, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations there is no fact or qualifications that, if not obtained, made circumstance existing that would require or given, would not reasonably be expected, individually or in expected to require either party to invoke their right to change the aggregate, structure of effecting the combination of Viking and Camber to have a Material Adverse Effect.Direct Merger pursuant to Section 6.15 hereof. February 2021 - Agreement and Plan of Merger (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1Except as set forth in Section 3.4(b) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)Camber Disclosure Schedule, the applicable requirements representations and warranties in Sections 3.3(b) and 3.4(a) are true and correct with respect to a combination of the Exchange Act Viking and the rules Camber structured as a merger of Viking with and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and into Camber (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect“Direct Merger”).

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New WarrantsRights Offering Securities upon exercise of the Subscription Rights, (2) the issuance, sale and delivery of SharesUnsubscribed Securities to the Backstop Parties and Management Commitment Securities to the Management Commitment Parties hereunder, (3) the issuance and delivery consummation of the Warrants, (4) Rights Offering by the issuance, sale Issuer and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Backstop Commitment Premium and the Management Commitment Premium and Transaction Expenses of the Backstop Parties as required in Section 2(e) herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) filings, if any, pursuant to the provisions HSR Act (as defined below) and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws (as defined below) in connection with the Approval Order)transactions contemplated by this Agreement, (Biii) filings required underthe filing of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Civ) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or “blue sky” Laws in connection with the offer and sale of the Rights Offering Securities, Unsubscribed Securities, the Backstop Commitment Premium and the Management Commitment Premium and (v) such consents, approvals, authorizations, registrations or qualifications that, if not obtained, made or given, the absence of which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing of any required applications, filings and notices, as applicable, with the NYSE, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions (1collectively, “Competition Laws”), (iii) the issuance filing of any required applications, filings and delivery notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the New WarrantsS-4, (2v) the issuance, sale and delivery filing of Sharesthe Articles of Merger with the Nevada Secretary pursuant to the NRS, (3vi) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New the shares of Camber Common Stock upon exercise pursuant to this Agreement and the approval of the New Warrantslisting of such Camber Common Stock on the NYSE, as applicable; and (7v) the issuance of GGO Common Stock upon exercise consent of the GGO Warrants and holders of Camber’s Series C Preferred Stock, no material consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and SRO) (iieach a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by the Company Camber of this Agreement Agreement, or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and (B) the consummation by Camber of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry hereby. As of the relevant Court Orderdate hereof, Camber is not aware of any reason why the necessary regulatory approvals and the expiration, consents will not be received by Camber or waiver by the Bankruptcy Court, Merger Sub to permit consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Merger on a timely basis. As of the Confirmation Orderdate hereof, as applicable (except with respect to (i) the issuance knowledge of the Warrants and (ii) the provisions of the Approval Order)Camber, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations there is no fact or qualifications that, if not obtained, made circumstance existing that would require or given, would not reasonably be expected, individually or in expected to require either party to invoke their right to change the aggregate, structure of effecting the combination of Viking and Camber to have a Material Adverse EffectDirect Merger pursuant to Section 6.15 hereof. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1Except as set forth in Section 3.4(b) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)Camber Disclosure Schedule, the applicable requirements representations and warranties in Sections 3.3(b) and 3.4(a) are true and correct with respect to a combination of the Exchange Act Viking and the rules Camber structured as a merger of Viking with and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and into Camber (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect“Direct Merger”).

Consents and Approvals. Except for (a) No consent, approval, authorization, order, registration or qualification of or the filing with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery SEC of the New Warrants, (2) the issuance, sale Form S-4 and delivery declaration of Shares, (3) the issuance and delivery effectiveness of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderForm S-4, and the expirationsuch reports under Sections 12, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order13(a), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants13(d), the applicable requirements 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, the Support and Standstill Agreements, the Registration Rights Agreement and the rules transactions contemplated hereby and regulations promulgated thereunderthereby, and obtaining from the Securities SEC such orders as may be required in connection therewith, (b) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, as applicable, (c) any notices or filings under the HSR Act and the rules and regulations promulgated termination or expiration of any applicable waiting period thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizationsfilings or registrations as may be required under any foreign antitrust, ordersmerger control or competition Laws, registrations or qualifications that, if not obtained, (d) such filings and approvals as are required to be made or givenobtained under the Securities Act, would not reasonably and the securities or “blue sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, and approval of the listing of such Parent Common Stock on the NYSE, (e) such filings, consents and approvals of Governmental Entities as may be expectedset forth on Section 5.4 of the Parent Disclosure Schedule, (g) adoption of this Agreement by the written consent of the sole stockholders of Merger Sub 1 and Merger Sub 3 and the sole member of Merger Sub 2 and (g) such filings or notices required under the rules and regulations of the NYSE the failure of which to be made or obtained, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or any Merger Sub of this Agreement and (ii) the consummation by Parent or any Merger Sub of any of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. Except for (ai) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith NASDAQ, registration (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the OCC, the CDOB and FDIC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of applications, filings and notices with the BBI to become a Massachusetts bank holding company and the approval of such applications, filings and notices, (v) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, (vi) the filing of the Certificates of Merger with the Maryland Department pursuant to the MGCL and the Connecticut Secretary pursuant to the CBCA and the filing of the Bank Merger Certificates, (vii) such filings and approvals as are required to be made or qualification obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Rockville Common Stock pursuant to this Agreement and the approval of the listing of such Rockville Common Stock on NASDAQ and (viii) and the execution and delivery by United and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth on Section 6.17 of the United Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company Rockville of this Agreement or (B) the Plan and performance of and compliance consummation by the Company with all Rockville of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Rockville is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated herein Merger and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No The execution, delivery and performance by ABB, the Sellers and the IPR Assignors of the Transaction Agreements to which any of them is a party do not and will not require any consent, approval, authorizationauthorization or other order of, orderaction by, registration filing with or qualification of or with notification to any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Authority except for (i) (1consents, appeals, authorizations or other orders, actions, filings or notifications not related to merger control or competition Laws set forth in Section 3.04(a) the issuance and delivery of the New WarrantsDisclosure Schedule, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution notification and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all waiting period requirements of the provisions hereof HSR Act and thereof (iii) applicable filings under non-United States antitrust and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is competition Laws that are required by Law to be made prior to the Bankruptcy Court or the Bankruptcy Code, Closing and which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period are set forth in Bankruptcy Rule 3020(eSection 3.04(a) following entry of the Confirmation OrderDisclosure Schedule. (b) Neither the OGP Subsidiaries, as applicable the Asset Sellers relating to the OGP Business nor the IPR Assignors relating to the OGP Business have given an undertaking or written assurance (except with respect legally binding or not) or are subject to such an undertaking or written assurance to a Governmental Authority under the U.K. Fair Trading Xxx 0000, U.K. Competition Xxx 0000, U.K. Restrictive Trade Practices Acts 1976 and 1977, U.K. Resale Prices Xxx 0000, U.K. Competition Xxx 0000, Treaty of Rome, Agreement on the European Economic Area or any other similar law. Neither the Sellers relating to the OGP Business, the OGP Subsidiaries nor the IPR Assignors relating to the OGP Business are subject to an Order or decision (inot generally applicable) made under the issuance U.K. Fair Trading Act 1973 or the U.K. Xxxxxxxxxxx Xxx 0000 or by any guidance or decision of the Warrants and (ii) Director General of Fair Trading or the provisions Chairman of the Approval Order)Office of Fair Trading, (B) filings required under, and compliance with (other than shareholder approval requirements in respect or by a decision of the issuance of the Warrants)European Commission or a Governmental Authority, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) No consentNone of the Asset Sellers relating to the OGP Business, approvalthe OGP Subsidiaries, authorizationthe IPR Assignors or, orderto the knowledge of ABB, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or JV Companies have ever received, nor have any of its Subsidiaries or them made an application to receive, any aid (as that term is understood for the purposes of their respective properties is required for (1) the issuance and delivery Articles 87 to 89 of the Warrants and (2Treaty of Rome) the performance of and compliance by the Company with all from a member state of the provisions European Community which could give rise to a reimbursement obligation as a result of the Approval Order except (A) the entry consummation of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals. (a) No consentIn addition to its rights under Section 9.01 and the other provisions of this Agreement, approvalthe Agent shall be permitted to take the following actions without approval of the Required Lenders: (i) Administer the Loan; (ii) Approve or disapprove Advances requested by Borrower, authorizationsubject to the express provisions of this Agreement; (iii) Waive any late payment Event of Default with respect to any payment that is no more than thirty (30) days delinquent; and (iv) Amend the Loan Documents to modify the Completion Date, orderthe Adjustment Date, registration the close of the Construction Loan Term and the beginning of the Permanent Loan Term, provided that Agent shall not be permitted to modify such dates to be more than ninety (90) days after the dates as they are stated in this Agreement on the initial date hereof without consent of the Required Lenders. (b) Each of the following shall require the approval or qualification consent of the Required Lenders: (i) The exercise of any rights and remedies under the Loan Documents following an Event of Default, provided that absent any direction from the Required Lenders, Agent may exercise any right or with remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (ii) Approval of a Post-Default Plan (as defined in Section 9.09(c)); and Table Of Contents (iii) Except as referred to in subsection (c) below, approval of any Governmental Entity having jurisdiction over the Company amendment or modification of this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of their respective properties the other Loan Documents. (c) Each of the following shall require the approval or consent of all the Lenders (including any Lender that is required for also an Agent): (i) (1) the issuance and delivery Extension of the New Warrants, Maturity Date (2beyond any extension permitted herein) the issuance, sale and delivery or forgiveness of Shares, (3) the issuance and delivery all or any portion of the Warrants, (4) the issuance, sale and delivery principal amount of the GGO SharesLoan or any accrued interest thereon, or, except as set forth in subsection (5a)(iv) the issuance and delivery of the GGO Warrantsabove, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company any other amendment of this Agreement or the Plan and performance other Loan Documents which would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of and compliance by payment of any principal, interest or fees; (ii) Reduction of the Company with all percentage specified in the definition of Required Lenders; (iii) Increasing the amount of the Loan or any non-consenting Lender's Commitment; (iv) Release of any lien on any material collateral (except as Borrower is entitled to under the Loan Documents); (v) Appointment of a successor Agent; (vi) The release or forgiveness of the Guarantor or any Limited Guarantor; and (vii) Amendment of the provisions hereof of this Section 9.08. (d) In addition to the required consents or approvals referred to in subsections (a), (b) and thereof and (c) above, the consummation Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the transactions contemplated herein Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and thereinif such instructions are promptly requested, except the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. Table Of Contents (Ae) such authorization as is required Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Bankruptcy Court Agent at the direction or with the Bankruptcy Code, which shall be contained in the entry consent of the relevant Court OrderRequired Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent, as applicable (except with respect to the Lenders requesting Lender's determination, consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by the Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the "Lender Reply Period"). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification course of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance action recommended by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. No Consents of or from, or filings or registrations with, any Governmental Entity or with any third Person are necessary in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, including the Merger, New Parent Incentive Plan, the Parent Stock Issuance and the Parent Stock Issuance Conversion, except for (a) No consentany Consents from, approvalor registrations, authorizationdeclarations, order, registration notices or qualification of filings made to or with any Governmental Entity having jurisdiction over (including any State Regulator and local cable or internet franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as may be required in connection with this Agreement, the Company Merger, New Parent Incentive Plan, Parent Stock Issuance, the Parent Stock Issuance Conversion or the other transactions contemplated by this Agreement and are required with respect to mergers, business combinations or changes in control of telecommunications/digital networking companies generally, (b) the filing with the SEC of the Proxy Statement as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, (c) the filing of its Subsidiaries the Certificate of Merger and related certificates with the Delaware Secretary pursuant to the DGCL, (d) such filings and approvals as may be required to be made under the state blue sky or any of their respective properties is securities laws or various states in connection with the New Parent Incentive Plan, Parent Stock Issuance and Parent Stock Issuance Conversion, (e) such filings as may be required for to (i) (1) cause the issuance and delivery shares of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Parent Common Stock upon exercise of to be issued pursuant to the New Warrants, (7) Parent Stock Issuance Conversion to be approved for listing on the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants NYSE American and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is if required by the Bankruptcy Court or NYSE American, receive all necessary approval for the Bankruptcy Code, which shall be contained in Merger and the entry other transactions contemplated by this Agreement under Section 341 of the relevant Court OrderNYSE American Company Guide, and the expiration(f) other consents or approvals of, or waiver by the Bankruptcy Courtfilings or registrations with, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeGovernmental Entities or third parties, and (Cg) such other consents, approvals, authorizations, orders, registrations or qualifications that, Consents which if not obtained, obtained or made or given, would not be reasonably be expectedexpected to result in, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the execution, delivery and performance of this Agreement and the Bank Merger Agreements by the Bank, does not require any consent, approval, authorizationauthorization or permit of, orderor filing with or notification to, registration any court, administrative agency or qualification of commission or with other governmental or regulatory authority or instrumentally, domestic or foreign, including, without limitation, any Bank Regulator (as hereinafter defined) (each a "Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for Entity"), except (i) (1) the issuance and delivery of the New Warrantsfor applicable requirements, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Courtif any, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Securities Exchange Act of the Confirmation Order1934, as applicable amended (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order"Exchange Act"), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)state takeover laws, the applicable pre-merger notification requirements of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunderthereunder (the "HSR Act"), and filing and recordation of appropriate merger documents as required by the DGCL, (ii) for consents and approvals of or filings, registrations or negotiations with the FRB, the Securities Act FDIC and the rules Superintendent of the Bureau of Banking of the State of Maine (the "Maine Superintendent"), and regulations promulgated thereunder(iii) the filings required by the Bank Merger Agreements. KSB and the Bank are not aware of any reason why the approvals, consents and waivers of Governmental Entities referred to herein and in Section 8.3 should not be obtained. (b) The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the rules execution, delivery and performance of this Agreement and the New York Stock ExchangeBank Merger Agreements by the Bank, and (C) does not require any consent, approval, authorization or permit of, or filing with or notification to, any third party, except where failure to obtain any such other consentsconsent, approvalsapproval, authorizationsauthorization or permit, orders, registrations or qualifications that, if not obtained, made to make any such filing or givennotification, would not reasonably be expectedprevent or significantly delay consummation of the Merger or the Bank Merger, or otherwise prevent KSB or the Bank from performing its obligations under this Agreement and the KSB Option Agreement or the Bank from performing its obligations under the Bank Merger Agreements, or would not, either individually or in the aggregate, to have a Material Adverse Effectbe material. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No The execution and delivery by the Company of each Transaction Document, and the performance by the Company of its obligations under each Transaction Document, do not and will not require any consent, approval, authorizationlicense, orderpermit, registration order or qualification authorization of, or any registration, notification, declaration or filing (including any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) with, any person (including any securities exchange or self-regulatory organization or any governmental agency, entity or authority), except for (i) such as have been obtained or made and are in full force and effect as of the Closing, (ii) the filing of any notice with respect to the Closing with any Governmental Entity having jurisdiction over governmental agency, entity or authority which may be required subsequent to the Closing under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws, or the rules and regulations promulgated thereunder (and which, if required, will be filed on a timely basis as may be so required), and (iii) the approval of the shareholders of the Company which may be required by NASD listing standards. CAPITALIZATION The authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $0.10 per share (the "Common Stock"), and (ii) 500,000 shares of shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The authorized Preferred Stock consists of (i) 19,000 authorized shares of Series A Preferred Stock, par value $1.00 per share (the "Prior Preferred Stock"), and (ii) 215,000 authorized shares of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Convertible Preferred Stock"), and (iii) 266,000 shares which are not part of any designated series of Preferred Stock or issued, outstanding, held in treasury or reserved for issuance and which are available for designation in one or more series by the Board of Directors of the Company pursuant to the Certificate of Incorporation. Of the authorized Common Stock, (i) 3,139,737 shares are issued and outstanding, (ii) 116,000 shares are duly reserved for issuance, sale and delivery upon the exercise of options presently outstanding under, or options which are not outstanding but are presently available to be granted under, the Trans-Industries, Inc. 1996 Stock Option Plan (the "1996 Stock Option Plan"), (iii) 581,395.35 shares are duly reserved for issuance and delivery upon the conversion of the Purchased Shares, (v) 145,348.84 shares are duly reserved for issuance and delivery upon the exercise of the Purchased Warrants in accordance with the terms thereof, and (vi) the remaining shares are not issued, outstanding, held in the treasury of the Company or reserved for issuance. All of the authorized Prior Preferred Stock is issued and outstanding and is held of record by the Trans-Industries, Inc. Employees 401(k) and Profit Sharing Plan. All outstanding shares of capital stock of the Company of every class and series have been duly authorized and validly issued, free of any preemptive or similar rights except such as have been fully complied with, and are fully paid and nonassessable, with no liability attaching to the ownership thereof. Except as set forth in Section 4.7(c) or Section 4.7(d), and except for (x) options presently outstanding or presently available to be granted under the 1996 Stock Option Plan to purchase an aggregate of 116,000 shares of Common Stock, and (y) Purchased Securities hereunder, and (z) the Option (as described in Section 2.4), there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (iii) no options, warrants or other rights to acquire from the Company or any of their respective properties is required its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii) and (iii) of this Section 4.7(f) being referred to collectively as the "Company Securities") Except as set forth in the Registration Rights Agreement, the Investor Rights Agreement, the Right of First Refusal Agreement, the Voting Agreement or the Certificate of Incorporation, there are no outstanding (i) rights of first offer or first refusal, "drag-along" rights, "tag-along" rights or other similar rights or agreements, arrangements or commitments of any character which obligate the Company or any of its subsidiaries, or, to the knowledge of the Company, any stockholder of the Company or other person, to transfer, sell or vote any Company Securities, (1ii) obligations on the part of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, (iii) liabilities on the part of the Company or any of its subsidiaries for dividends declared or accumulated but unpaid with respect to Company Securities, (iv) obligations on the part of the Company or any of its subsidiaries to register for public sale any Company Securities, and (v) obligations on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, of any stockholder of the Company or other person for the voting of Company Securities in any manner whatsoever. Except as set forth in (x) the issuance 1996 Stock Option Plan with respect to options granted or to be granted thereunder, (y) the Purchased Warrants or (z) the Certificate of Incorporation, no Company Securities will become issuable to any Person, nor will the conversion or exercise price or exchange factor or ratio of any Company Securities be reduced, pursuant to any so-called "anti-dilution" or similar adjustment provisions of any Company Securities or pursuant to any agreements, arrangements or commitments to which the Company or any of its subsidiaries is a party. The Company has no liability whatsoever to any stockholder, former stockholder or other person, whether fixed or variable, accrued or contingent, for the payment of any dividends, whether or not declared and delivery whether cumulative or non-cumulative, except for the Company's liability for cumulative dividends accrued with respect to the shares of Prior Preferred Stock presently issued and outstanding in accordance with the terms thereof as set forth in the Certificate of Incorporation. None of such dividends are currently due or payable, and the total amount of the New WarrantsCompany's liability for such accrued cumulative dividends on the Prior Preferred Stock as of January 31, 2004, was $390,000. All shares of capital stock and other equity or debt securities of the Company and its subsidiaries (2including any predecessors of the Company and such subsidiaries) issued prior to the Closing have been offered, sold and issued either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or in a transaction exempt from registration under the Securities Act, and in compliance with all applicable state securities laws and all rules and regulations promulgated under the Securities Act and applicable state securities laws. Neither the Company nor any of its subsidiaries nor any predecessor thereof has violated the Securities Act or any applicable state securities laws or any rules or regulations promulgated thereunder in connection with the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery any securities. EXCHANGE ACT FILINGS The Company has timely filed all documents required to be filed by the Company (the "Exchange Act Filings") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1934, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, thereunder (the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any "1934 Act"). As of their respective properties is required for (1) filing dates, all Exchange Act Filings complied in all material respects with the issuance and delivery requirements of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under1934 Act, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements none of the Exchange Act Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. All financial statements of the Company included in any Exchange Act Filings complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations promulgated thereunderof the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the Securities Act periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the rules consolidated results of their operations and regulations promulgated thereunderchanges in financial position for the periods then ended (subject, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregatecase of unaudited statements, to have a Material Adverse Effectnormally, recurring year-end audit adjustments).

Consents and Approvals. Except for (a) No consentthe filing with the SEC of the Proxy Statement and declaration of effectiveness of Registration Statements, approvaland any filings required under applicable state securities or “blue sky” Laws, authorization(b) the filing of the articles of share exchange and other appropriate documents as required by the VSCA and the issuance by the Virginia State Corporation Commission of the certificate of share exchange pursuant to the VSCA, order(c) receipt of the PRISA Shareholder Approval and the PRISA Rights Offer Approvals,(d) the registration with and verification by the CNMV of the PRISA Prospectuses, (e) the filing of the Deed of In-Kind Capital Increase against contribution in kind declaring that the capital increase has been subscribed by the shareholders of Liberty Virginia, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by PRISA in the Share Exchange, (f) the filing of the Deed of Subscription Capital Increase against a contribution in cash, (g) the registration of the PRISA Shares and the PRISA Class A ordinary Shares to be issued in connection with the PRISA Rights Offer in book entry form with the SIBE, (h) the authorization of the listing of PRISA Shares and the PRISA Class A Ordinary Shares to be issued in connection with the PRISA Rights Offer on the SIBE by the CNMV and the Managing Companies of the Spanish Stock Exchanges and (i) the filing with and approval of the Selected Stock Exchange for admission to listing, subject to issuance, of the PRISA ADS-As and the PRISA ADS-NVs on such exchange, no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) are necessary in connection with the execution and delivery by the Company PRISA of this Agreement or any Ancillary Agreement to which it is a party, the Plan consummation by PRISA of the transactions contemplated hereby and performance of thereby and compliance by the Company PRISA with all any of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinthereof, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect those the failure of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations which to obtain or qualifications that, if not obtained, made or given, make would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on PRISA. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (iii) for filings under state securities or “blue sky” laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and the rules expiration or termination of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required waiting period under, and compliance with (other than shareholder approval requirements in respect the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the issuance of the Warrants)1976, the applicable requirements of the Exchange Act as amended, and the rules and regulations promulgated thereunderthereunder (the “HSR Act”), (vi) for the Securities Act filing of the Certificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the rules and regulations promulgated thereunder, and Newco Charter Amendment with the rules Secretary of State of the New York Stock ExchangeState of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting’s Federal Communications Commission (“FCC”) Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No Except as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, approvalwaiver, authorizationauthorization or order of, orderor make any filing or registration with, registration any court or qualification of other federal, state, local or other governmental authority or other person in connection with any Governmental Entity having jurisdiction over the execution, delivery and performance by the Company or any of its Subsidiaries or any of their respective properties is required the Transaction Documents, except for (i) the filings of the Certificates of Designation with respect to the Shares with the Secretary of State of Delaware, which filings shall be effected prior to the Series B Closing Date, the Series C Closing Date, the Series D Closing Date, the Series E Closing Date and the Series F Closing Date, as appropriate, (1ii) the issuance and delivery filing of the New Warrantsregistration statements contemplated by the Registration Rights Agreement (the "Underlying Securities Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall be filed in the time periods set forth in the Registration Rights Agreement, (2iii) the issuanceapplication(s) or any letter(s) acceptable to the Nasdaq National Market for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market, sale which shall be filed in accordance with Section 3.9 hereof (and delivery of Shareswith any other national securities exchange or market on which the Common Stock is then listed), (3iv) any filings, notices or registrations under applicable state securities laws, and (v) other than, in all other cases, where the issuance failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Series B Closing, the Series C Closing, the Series D Closing, the Series E Closing or the Series F Closing and delivery to deliver to the Purchaser the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants, (4the Warrant Shares) in the issuance, sale manner contemplated hereby and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Registration Rights Agreement free and clear of this Agreement or all liens and encumbrances of any nature whatsoever (together with the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvalswaivers, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or notices and filings referred to in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the WarrantsSchedule 2.1(f), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect"Required Approvals").

Consents and Approvals. (aa Except for (i) No consentthe filing with the SEC of the Registration Statement, approval(ii) the approval of this Agreement by the requisite vote of the shareholders of Holding, authorization(iii) the filing of the Certificates of Merger with the Michigan Secretary pursuant to the MBCA and with the Delaware Secretary pursuant to the DGCL to effect the Merger, order(iv) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, registration and (v) such filings, authorizations, consents or qualification approvals as may be set forth in SCHEDULE 4.04 hereto, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or with any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) third party are necessary in connection with the execution and delivery by the Company Holding and Sub of this Agreement and the consummation by Holding and Sub of the Merger and the other transactions contemplated hereby. (b Subject to obtaining the consents or approvals set forth in Section 4.04(a) hereof, the Plan interest of Holding and performance of Sub in all material claims, contracts, licenses, leases and compliance by the Company with commitments and all of the provisions hereof and thereof and other assets in which Holding or Sub have an interest shall not, upon the consummation of the transactions contemplated herein and thereinhereby, including the Merger, be terminated or defaulted in any manner whatsoever by said consummation, except (A) where such authorization as is required by the Bankruptcy Court termination or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, default would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consentEffect on Holding or Sub, approvalas the case may be. All material claims, authorizationcontracts, orderlicenses, registration or qualification leases, commitments and assets of or with any Governmental Entity having jurisdiction over Holding shall be the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery property of the Warrants Surviving Corporation immediately thereafter, and (2) the performance of and compliance by the Company with Surviving Corporation shall have all of the provisions right, title and interest which Holding had available to it prior to the consummation of the Approval Order except (A) the entry Merger in and to such claims, contracts, licenses, leases, commitments and assets. The interest of Holding and Sub in all material claims, contracts, licenses, leases, commitments and assets which are not terminated or defaulted by consummation of the Approval Ordertransactions contemplated hereby is sufficient to allow the Surviving Corporation to operate the business of Holding and Sub, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectas currently conducted.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights or the issuance of GGO Common Stock upon exercise Investor Shares to each Investor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the Plan Terms and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of registration under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Shares pursuant to the exercise of Rights, (iii) filings with respect to and the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other comparable laws or regulations in any foreign jurisdiction relating to the applicable requirements sale or issuance of Investor Shares to the Investors, (iv) the filing with the Secretary of State of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules State of Delaware of the New York Stock Exchange, Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by the Investors or the distribution of the Rights and the sale of Shares to Eligible Holders or (z) the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery distribution of the New WarrantsRights, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery Shares upon exercise of the WarrantsRights and to the Investor hereunder, (4) the issuance, sale and delivery of the GGO Shares, (5) Purchased Shares to the issuance Investor hereunder and delivery the consummation of the GGO Warrants, (6) Rights Offering by the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or and the Amended Plan and performance of and compliance by the Company with all of the provisions hereof and thereof thereof, including without limitation the payment of the Backstop Fee, the Expiration Time Fee, the Termination Fee (as defined in Section 10(d)) and the Transaction Expenses as provided for herein, and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Orders and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(g) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, registration under the Securities Act (as defined in Section 3(i)) of resales of the ECA Shares, (iii) filings with respect to and the rules and regulations promulgated thereunder, and the rules expiration or termination of the New York Stock Exchangewaiting period under the HSR Act relating to the sale of ECA Shares to the Investor hereunder, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the New York Stock Exchange (“NYSE”) or the Nasdaq Global Market (“Nasdaq”) rules and regulations in order to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of ECA Shares by the Investor or (z) the absence of which will not obtained, made have or given, would could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights or the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights to the issuance of GGO Common Stock upon exercise Plan Sponsor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable applicable, (except ii) filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ithe “HSR Act”), and any other comparable laws or regulations in any foreign jurisdiction relating to the sale or issuance of Shares or shares of New Common Stock to the Plan Sponsor, (iii) the issuance prior approval of the Warrants Federal Communications Commission (the “FCC”) for the transfer of control over the FCC licenses and authorizations held by the Company and its Subsidiaries and, to the extent required by communications laws and regulations based on the amount of direct or indirect foreign interests in the FCC licenses and authorizations held by the Company or its Subsidiaries upon consummation of the transactions contemplated by this Agreement and the Plan, approval by the FCC of a petition for declaratory ruling seeking FCC consent for such foreign ownership, (iiiv) the provisions prior approval of the Approval Order)Minister of Industry of Canada for the transfer of control of Terrestar National Services Inc., Terrestar Networks Holdings (Canada) Inc. and Terrestar Networks (Canada) Inc. and the transfer or assignment of Industry Canada licenses and authorizations held by the TSN Debtors, (Bv) filings required under, and compliance the filing with (other than shareholder approval requirements in respect the Secretary of State of the issuance State of Delaware of the Warrants), Certificate of Incorporation to be applicable to the applicable requirements of Company from and after the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeEffective Date, and (Cvi) such other consents, approvals, authorizations, orders, registrations or qualifications that, if the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance The execution and delivery of this Agreement and each Ancillary Document by each Seller party thereto does not, and the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company such Seller of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof each Ancillary Document to which such Seller is party and the consummation of the transactions contemplated herein hereby and thereinthereby will not, require such Seller to obtain (i) any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification to ("Consents"), any court, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign (each, a "Governmental Authority"), or (ii) any Consent of any third party under any Contract, except (A) where the failure to obtain such authorization as is required by Consent would not have a Material Adverse Effect and except for the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period Consents set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation OrderSchedule 4.8. Permits/Compliance with Laws. Sellers possess all material franchises, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvalsgrants, authorizations, orderslicenses, registrations permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and assets and to carry on the Business as it is now being conducted (collectively, the "Permits"), and there is no Action pending or, to the Knowledge of Sellers, threatened regarding suspension or qualifications thatcancellation of any such Permits. Except as set forth in Schedule 4.9, if not obtainedSellers are in compliance in all material respects with such Permits and in compliance with all material Laws applicable to them or by or to which any of the Acquired Assets are bound or subject. Except as set forth in Schedule 4.9, made none of the Permits will lapse, terminate or givenexpire as a result of the performance of this Agreement by Sellers or the consummation of the transactions contemplated hereby. Employee Benefit Plans; ERISA. Schedule 4.10 lists each Benefit Plan. Except as set forth on Schedule 4.10, or to the extent that any breach of the representations set forth in this sentence would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. : (bi) No consent, approval, authorization, order, registration or qualification of or each Benefit Plan has been administered and operated in all respects in accordance with any Governmental Entity having jurisdiction over its terms and in accordance with the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the applicable provisions of the Approval Order except Code and ERISA; (Aii) the entry no Benefit Plan is subject to Title IV of ERISA or subject to section 412 of the Approval OrderCode or section 302 of ERISA; (iii) neither any Seller nor to the Knowledge of Sellers, any other "disqualified person" or "party in interest" (Bas defined in section 4975(e)(2) filings of the Code and section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Benefit Plan that could reasonably be expected to result in the imposition of a penalty pursuant to section 502 of ERISA or an excise tax pursuant to section 4975 of the Code; (iv) no Benefit Plan provides for post-employment or retiree welfare benefits, except to the extent required underby Part 6 of Title I of ERISA or section 4980B of the Code; and (v) no Action has been made, and compliance commenced or, to the Knowledge of Sellers, threatened with respect to any Benefit Plan (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or routine claims for benefits payable in the aggregate, to have a Material Adverse Effectordinary course and appeals of denied claims).

Consents and Approvals. (a) No consentEach of the following shall require the approval or consent of the Majority Lenders: (i) The exercise of any rights and remedies under the Credit Documents following an Event of Default; provided that, approvalabsent any direction from the Majority Lenders, authorizationAdministrative Agent or Collateral Agent may exercise any right or remedy under the Credit Documents as Administrative Agent or Collateral Agent may determine in good faith to be necessary or appropriate to prevent diminution in the value of the Collateral and to protect and preserve the Collateral and the validity and enforceability of the Liens of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral; (ii) Appointment of a successor Agent or successor Letter of Credit Issuing Bank; (iii) Except as referred to in Section 11.10(b) below, orderany amendment, registration supplement or qualification modification of or with any Governmental Entity having jurisdiction over the Company this Credit Agreement or any of its Subsidiaries the other Credit Documents, or issuance of any waiver of any provision of this Credit Agreement or any of their respective properties is required for the other Credit Documents; or (iiv) (1) the issuance and delivery Waiver of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder or approval requirements in respect of the issuance matters provided in) the terms of this Credit Agreement or any of the Warrantsother Credit Documents except as otherwise provided in Section 11.10(b), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consentEach of the following shall require the approval or consent of each affected Lender: (i) extend the Tranche A Construction Loan Maturity Date, approvalTranche B Construction Loan Maturity Date (except as provided in the definition thereof), authorizationthe Term Loan Maturity Date, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company LC Facility Maturity Date or any of its Subsidiaries the Notes or reduce the principal amount thereof, or reduce the rate or change the time of payment of interest due on any Loan or any of their respective properties is required Notes; (ii) other than as provided in clause (i) above, reduce the amount or extend the payment date for any amount due under Article II; (1iii) increase the issuance and delivery amount of the Warrants and Commitment of any Lender hereunder; (2iv) change the performance time or reduce the amount of and compliance by payment of any fee or indemnification due or payable hereunder or under any Credit Document to a Lender; (v) change the Company with percentage specified in the definition of Majority Lenders; (vi) extend the Tranche A Construction Loan Availability Period, the Tranche B Construction Loan Availability Period, the DSR Letter of Credit Availability Period, the PPA Letter of Credit Availability Period, the REC Loan Availability Termination Date, the Tranche C Loan Availability Period or the Salmon Falls Availability Termination Date; (vii) amend Section 2.7(b), Section 2.7(c), Section 2.9(b), Section 2.9(e)(i), Section 2.10 or Section 13.11; (viii) amend this Section 11.10 or any other provision of this Credit Agreement that requires the consent of each affected Lender; (ix) release all or substantially all of the provisions Collateral from the Lien of any of the Approval Order except Collateral Documents; or (Ax) release any Subsidiary Guarantor from the entry guarantee in Article 7, or amend the definition of Guaranteed Obligations or release any other guaranties under any of the Approval OrderCredit Documents, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications provided that, notwithstanding anything in this Section 11.10(b) to the contrary, any release of Collateral, reduction or extinguishment of debt, direction to credit bid or other action that may be incidental to an exercise of remedies against the Collateral shall be authorized if not obtainedapproved, made consented to or given, would not reasonably as directed by the Majority Lenders. No amendment of any provision of this Credit Agreement affecting any Agent or the Letter of Credit Issuing Bank shall be expected, individually effective without the written consent of such Agent or in the aggregate, to have a Material Adverse EffectLetter of Credit Issuing Bank.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over From the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company date of this Agreement or until the Plan Closing Date, Purchaser, the Company and Stockholders shall use all commercially reasonable efforts to obtain all consents, approvals, certificates and other documents that are required in connection with the performance of this Agreement and compliance by the Company with all of the provisions hereof and thereof Related Agreements and the consummation of the transactions contemplated herein hereby and thereinthereby; provided, that, except (A) such authorization as is required in the ordinary course of business, no contact will be made by the Bankruptcy Court Company or the Bankruptcy Codeany Stockholder (or any representative thereof) with any third party to obtain any such consent or approval, except in accordance with a plan previously agreed to by Purchaser, which agreement shall not be contained in the entry of the relevant Court Orderunreasonably withheld. Stockholders shall, and shall cause the expirationCompany and each Subsidiary to, promptly make all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing Date by or waiver by the Bankruptcy Court, on behalf of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)Stockholders, the Company, any Subsidiary or any Affiliate thereof pursuant to any applicable requirements of Law in connection with this Agreement, the Exchange Act Related Agreements and the rules transactions contemplated hereby and regulations promulgated thereunderthereby. Purchaser shall promptly make all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing Date by or on behalf of Purchaser or any of its Affiliates pursuant to any applicable Law in connection with this Agreement, the Securities Act Related Agreements and the rules transactions contemplated hereby and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthereby. (b) No consentWithout limiting the foregoing, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over Purchaser and the Company or any of its Subsidiaries or any of their respective properties is required for shall (1i) within five (5) Business Days after the issuance date hereof file all necessary notifications and delivery reports with the Justice Department and the Federal Trade Commission pursuant to the HSR Act in connection with this Agreement and the consummation of the Warrants transactions contemplated hereby and shall request early termination of the waiting period thereunder, (ii) respond promptly to inquiries from the Justice Department and the Federal Trade Commission in connection with such filings, including providing any supplemental information that may be reasonably requested by the Justice Department or the Federal Trade Commission and (2iii) provide to the performance other parties copies of and compliance by all filings made under the Company with all of HSR Act promptly following submission to the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act Justice Department and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectFederal Trade Commission.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights or the issuance of GGO Common Stock upon exercise Investor Shares to each Investor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the PSA and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of registration under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Shares pursuant to the exercise of Rights, (iii) filings with respect to and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, ax xxxxxxx (xxx "XSR Act"), and any other comparable laws or regulations in any foreign jurisdiction relating to the applicable requirements sale or issuance of Investor Shares to the Investors, (iv) the filing with the Secretary of State of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules State of Delaware of the New York Stock Exchange, Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by the Investors or the distribution of the Rights and the sale of Shares to Eligible Holders or (z) the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe requisite filings with, approvalnotices to and approval of the Federal Reserve Board under the BHCA, authorization(b) the filing of any required applications or notices with the Federal Reserve Bank of New York, orderthe New York State Banking Department and other applicable supranational, registration federal, state or qualification foreign governmental agencies or authorities as set forth in Section 4.3 of the Parent Disclosure Schedule and approval of such applications and notices or other formal or informal approvals as set forth in Section 4.3 of the Parent Disclosure Schedule, (c) the filing of the Certificate of Merger with the New York Secretary pursuant to the BCL, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of supranational, federal, state and foreign laws (including, without limitation, securities and insurance laws) relating to the regulation of broker-dealers, investment advisers and insurance agencies and of any applicable SRO, and the rules of the NYSE, (e) the consents, approvals and notices required under the 1940 Act and the Advisers Act, (f) the expiration of any applicable waiting period under the HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable antitrust law or merger regulation, including the EC Merger Regulation, (g) such additional consents and approvals set forth in Schedule 4.3 of the Parent Disclosure Schedule, and (h) consents, authorizations, approvals, filings and registrations the failure of which to obtain or make would not be reasonably likely to result in a Material Adverse Effect on Parent or prevent consummation of the transactions contemplated by this Agreement, no consents, authorizations or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or with any of its Subsidiaries or any of their respective properties is required for third party are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iix) the execution and delivery by the Company Parent of this Agreement or (y) the Plan and performance of and compliance consummation by the Company with all Parent of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein and therein, except (A) such authorization hereby. Except as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Section 4.3 of the Confirmation OrderParent Disclosure Schedule, Parent has no reason to believe that any Requisite Regulatory Approvals will not be obtained or satisfied, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectcase may be. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentExcept for (i) the filing by the Company with the Securities and Exchange Commission (the “SEC”) and clearance by the SEC of proxy material (the “Proxy Statement”) relating to a special meeting of the Company’s stockholders called to consider the adoption of this Agreement (the “Company Stockholders Meeting”) and the filing with the SEC by the Company and the applicable Parent-affiliated Persons of a Schedule 13E-3 (the “Schedule 13E-3”) and (ii) the filing of the Certificate of Merger contemplated by Section 1.2, approval, authorization, order, registration no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over are necessary on the part of the Company or any of its Subsidiaries in connection with the Merger. No consents or approvals of or filings or registrations with any Governmental Entity are necessary on the part of the Company or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) its Subsidiaries in connection with the execution and delivery by the Company of this Agreement Agreement. (b) None of the information contained or incorporated by reference in the Plan Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of Company Stockholders Meeting, or at the time of any amendments thereof or supplements thereto, and performance none of and compliance the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) statements made based on information supplied in writing by Parent or Merger Sub specifically for inclusion therein. The Proxy Statement will comply as to form in all material respects with the issuance of the Warrants and (ii) the applicable provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentExcept for: (i) the filings of applications or notices with, approvaland approvals or waivers by, authorizationthe Federal Reserve Board, orderthe FDIC, the WDFI and the CDFI; (ii) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) including the proxy statement/prospectus (the “Proxy Statement/Prospectus”) relating to a meeting, including any adjournments thereof, of North Valley shareholders to be held in connection with this Agreement and the Merger (the “North Valley Meeting”); (iii) approval of the listing on the NASDAQ Global Select Market (“NASDAQ”) of the Sterling Common Stock to be issued in connection with the Merger; (iv) the adoption of this Agreement by the requisite vote of the shareholders of North Valley; (v) the filing of the Articles of Merger pursuant to the WBCA and the CCC; (vi) such filings and approvals as are required to be made or qualification obtained under applicable state securities laws or with NASDAQ in connection with the issuance of the shares of Sterling Common Stock pursuant to this Agreement; and (vii) the filings and approvals required in connection with the Institution Merger Agreement and the Institution Merger, no consents or approvals of or filings or registrations with any Governmental Entity, or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) third party are necessary in connection with: (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company North Valley of this Agreement or Agreement; (2) the Plan and performance of and compliance consummation by the Company with all North Valley of the provisions hereof and thereof Merger and the other transactions contemplated hereby; (3) the execution and delivery by North Valley Bank of the Institution Merger Agreement; and (4) the consummation by North Valley Bank of the Institution Merger and the transactions contemplated herein and thereinthereby; except, except (A) in each case, for such authorization as is required by the Bankruptcy Court consents, approvals or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)filings, the applicable requirements failure of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if which to obtain will not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on the ability of North Valley or North Valley Bank to consummate the transactions contemplated hereby. (b) No consentAs of the date hereof, approval, authorization, order, registration North Valley has no Knowledge of any reason why approval or qualification effectiveness of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis. (c) For the purposes of this Agreement, “Knowledge” means, with respect to any fact, circumstance, event or other matter in question, the knowledge of their respective properties such fact, circumstance, event or other matter after reasonable inquiry of (a) an individual, if used in reference to an individual or (b) with respect to any Person that is required for not an individual, the officers at the Senior Vice President level and above and the directors of such Person (1the persons specified in clause (b) are collectively referred to herein as the issuance “Entity Representatives”). Any such individual or Entity Representative will be deemed to have Knowledge of a particular fact, circumstance, event or other matter if (x) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual or Entity Representative) in, or that have been in, the possession of such individual or Entity Representative, including his or her personal files, (y) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and delivery records of such Person that would reasonably be expected to be reviewed by an individual who has the duties and responsibilities of such individual or Entity Representative in the customary performance of such duties and responsibilities, or (z) such knowledge could be obtained from reasonable inquiry of the Warrants and (2) the performance direct reports of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations individual or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEntity Representative.

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties subsidiaries is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New WarrantsEquity Rights Offering Securities upon exercise of the Subscription Rights, (2) the issuance, sale and delivery of SharesUnsubscribed Shares to the Backstop Parties hereunder, (3) the issuance and delivery consummation of the Warrants, (4) Equity Rights Offering by the issuance, sale Reorganized CRC and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Backstop Commitment Premium and Transaction Expenses of the Backstop Parties as required herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Confirmation Order and the Backstop Commitment Agreement Order, and the expiration, or waiver (i) entry by the Bankruptcy Court, or any other court of competent jurisdiction, or orders, as may be necessary in the 14-day period Chapter 11 Cases from time to time and consistent with the consent rights set forth in Bankruptcy Rule 3020(ethe RSA, (iii) following entry filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Confirmation Ordertransactions contemplated by this Agreement, as applicable (except with respect to (i) the issuance filing of any other corporate documents in connection with the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement with applicable state filing agencies, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ci) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Equity Rights Offering Securities, Unsubscribed Shares and the Backstop Commitment Premium, and (i) such consents, approvals, authorizations, registrations or qualifications that, if not obtained, made or given, the absence of which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentEach of the following shall require the written approval or consent of the Required Lenders: (i) The exercise of any rights and remedies under the Loan Documents following an Event of Default, provided that, absent any direction from or approval/consent by the Required Lenders as to a course of action following consultation by Agent with all Lenders as required by Section 8.4, authorizationAgent may exercise such rights or remedies following an Event of Default as it may determine in good faith to be necessary or appropriate to protect the Lenders or the Collateral (provided, orderhowever, registration that this clause does not authorize the Agent to take action contrary to Sections 8.3(a)(ii), (iii), (iv) or qualification (v) or Section 8.3(b), below); (ii) Appointment of a Successor Agent; (iii) Approval of any Post-Default Plan; (iv) Acceptance of any new Eligible Loan Note or with Eligible Owned Real Estate as collateral for the Loan or the making of any Governmental Entity having jurisdiction over Sublimit Loan; and (v) Approval of any material amendment or modification of the Company Credit Agreement or any other Loan Documents, issuance of any material waiver of any material provision of the Credit Agreement or any of its Subsidiaries or any of their respective properties is required for the other Loan Documents (i) (1) the issuance and delivery including waiver of the New Warrantsconditions specified in the Loan Documents for any Advance or disbursement to the Borrower), (2) or agreement with Borrower to forbear from exercising any material rights or remedies under the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Credit Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectLoan Documents. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery Each of the Warrants and (2) following shall require the performance written approval or consent of and compliance by the Company with all of the provisions Lenders: (i) Change in the terms of this Agreement; (ii) Extension of the Approval Order except Maturity Date (A) beyond any extension required under the entry Loan Documents), any fixed payment date or amortization period or forgiveness of all or any portion of the Approval Orderprincipal amount of the Loan or any accrued interest thereon, or any other amendment of the Credit Agreement or other Loan Documents that would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of payment of any principal, interest or fees; (Biii) filings Increase in the amount of the Loan or any non-consenting Lender's Commitment; (iv) Release or forgiveness of any Guarantor; and (v) Release or subordination of any lien on any material Collateral, including any change in the "release price" for which portions of the Collateral will be released (except in any circumstance as required underunder the Loan Documents, including but not limited to, Borrower's request to remove a Loan Note from the Advance Formula or Sublimit Formula). (c) In addition to the required consents or approvals referred to in subsections (i) and (ii) above, Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals that, by the terms of this Agreement and the Loan Documents, Agent is permitted or required to take or to grant without instructions or consent from any Lenders, and compliance with (other than shareholder if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval requirements in respect and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the issuance of Loan Documents until it shall have received such instructions from the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. (a) No consentEach of the parties hereto shall, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any and shall cause each of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrantsaffiliates to, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect use its reasonable efforts to (i) obtain at the issuance earliest practicable date and, in any event, before the Closing Date, any approvals, authorizations and consents necessary to consummate the transactions contemplated by this Agreement, including without limitation the required consents of alcoholic beverage agencies (the "Liquor Consents") and the required consents of lessors of the Warrants and Leased Real Estate (the "Landlord Consents"); (ii) as reasonably requested by the provisions of other, cooperate with and keep the Approval Order), (B) filings required under, and compliance other informed in connection with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, this Agreement; and (Ciii) take such actions as the other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not parties may reasonably be expected, individually or in request to consummate the aggregatetransactions contemplated by this Agreement and diligently attempt to satisfy, to have a Material Adverse Effectthe extent within its control, all conditions precedent to its obligations to close the transactions contemplated by this Agreement. (b) No consentAs soon as practicable but in no event later than 10 days from the date hereof, approval, authorization, order, registration or qualification each of or with the parties shall make any Governmental Entity having jurisdiction over and all filings which are required under the Company or any Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act ("HSR Act"). Purchaser and Seller will bear equally the applicable filing fees required to be paid under the HSR Act. (c) Seller shall call a meeting of its Subsidiaries or any stockholders to be held as soon as practicable after the date hereof for the purpose of their respective properties is required for voting upon this Agreement (1) the issuance "Stockholders' Consent"). Seller will use its reasonable efforts to hold its stockholders' meeting as promptly as practicable and will, through its Board of Directors, recommend to its stockholders approval of this Agreement at the stockholders' meeting. Concurrently with the execution and delivery of this Agreement, Seller will deliver to Purchaser the Warrants voting agreement of Xxxxxxxx Xxxxxxxx, in form satisfactory to Purchaser, confirming his agreement to vote in favor of this Agreement at the aforesaid meeting of stockholders and recommending the approval of the transactions contemplated by this Agreement to the other stockholders of Seller. (2d) In connection with obtaining the performance Landlord Consents, each of Seller and compliance Purchaser shall bear equally the payment of any fees or other monetary consideration charged by the Company with all respective lessors of the provisions Leased Real Estate; provided, however, that neither party shall be required to pay more than $100,000 to any one lessor or more than $500,000 in the aggregate to all such lessors. In connection with obtaining the consents of the Approval Order except (A) the entry holders of the Approval Order, (B) filings required under, Seller's 10 3/4% senior notes due 2008 and compliance with (other than shareholder approval requirements in respect of the issuance indebtedness under the FFCA Loan Documents, Seller will pay all required fees and expenses of the Warrantsholders or their counsel for processing such consents (but shall not be required to pay any assumption fees, prepayment penalties or similar charges under the terms of such indebtedness). In obtaining the Liquor Consents, the Purchaser shall pay all application fees, hearing costs, public notice expenses and similar charges imposed or required by applicable requirements of governmental entities. Except as set forth above, nothing in this Section 5.1 shall require a party to expend any monies to obtain any approval or consent required hereunder, except for customary attorneys' fees and filing fees incident to the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations transactions contemplated hereby or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectas otherwise specifically required under this Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, BCA Approval Order authorizing the Company and the expirationother Chaparral Parties to execute and deliver this Agreement and perform the BCA Approval Obligations, or waiver by (b) the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eConfirmation Order authorizing the Company and the other Chaparral Parties to perform each of their respective obligations hereunder, (c) following the entry of the Confirmation Order, as applicable (except with respect to (id) the issuance entry of the Warrants and (ii) the provisions of the Approval Plan Solicitation Order), (Be) filings required underentry by the Bankruptcy Court, and compliance or any other court of competent jurisdiction, of orders as may be necessary in the Chapter 11 Cases from time to time, (f) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cg) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Common Equity Interests in satisfaction of Unsecured Notes Claims pursuant to the Plan and the issuance of Class A Shares as payment of the Commitment Premium and (h) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration registration, or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the other Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Backstop Order authorizing the Company and the Debtors to enter into this Agreement and perform the BCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time, (d) following entry of the Confirmation Order, as applicable (except with respect to (ie) filings, notifications, authorizations, approvals, consents, or clearances from the issuance of the Warrants and (ii) the provisions of the Approval Order)FAA, (Bf) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cg) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under local or state securities or “Blue Sky” Laws in connection with the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights or the issuance of the Backstop Shares or Backstop Premium Shares, and (h) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties subsidiaries is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New WarrantsEquity Rights Offering Securities upon exercise of the Subscription Rights, (2) the issuance, sale and delivery of SharesUnsubscribed Shares to the Backstop Parties hereunder, (3) the issuance and delivery consummation of the Warrants, (4) Equity Rights Offering by the issuance, sale Reorganized CRC and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Backstop Commitment Premium and Transaction Expenses of the Backstop Parties as required herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Confirmation Order and the Backstop Commitment Agreement Order, and the expiration, or waiver (ii) entry by the Bankruptcy Court, or any other court of competent jurisdiction, or orders, as may be necessary in the 14-day period Chapter 11 Cases from time to time and consistent with the consent rights set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)RSA, (Biii) filings required underfilings, and compliance with (other than shareholder approval requirements in respect of if any, pursuant to the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderexpiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Securities Act and transactions contemplated by this Agreement, (iii) the rules and regulations promulgated thereunderfiling of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, and the rules of the New York Stock Exchange, and (Civ) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Equity Rights Offering Securities, Unsubscribed Shares and the Backstop Commitment Premium, and (v) such consents, approvals, authorizations, registrations or qualifications that, if not obtained, made or given, the absence of which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights or the issuance of GGO Common Stock upon exercise Investor Shares to each Investor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the PSA and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of registration under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Shares pursuant to the exercise of Rights, (iii) filings with respect to and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XXX Xxt"), and any other comparable laws or regulations in any foreign jurisdiction relating to the applicable requirements sale or issuance of Investor Shares to the Investors, (iv) the filing with the Secretary of State of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules State of Delaware of the New York Stock Exchange, Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by the Investors or the distribution of the Rights and the sale of Shares to Eligible Holders or (z) the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries Debtor or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company any Debtor of this Agreement or Agreement, the First Amended Plan and performance of and the other Definitive Documents, the compliance by the Company any Debtor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Backstop Order authorizing each of Holdings and the other Debtors to execute and deliver this Agreement and perform its obligations hereunder, (b) the entry of the Confirmation Order authorizing Holdings and the other Debtors to perform each of their respective obligations under the First Amended Plan, (c) the entry of the Disclosure Statement Order, and the expiration, or waiver (d) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect Chapter 11 Cases from time to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)time, (Be) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Equity Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights or the Direct Allocation Rights or the issuance of New Common Stock, as applicable, in satisfaction of OpCo Term Loan Claims and 2020 Term B-2 Loan Claims pursuant to the First Amended Plan and the issuance of New Common Stock as payment of the Backstop Commitment Premium and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. 13.26.1 Each of the following shall require the approval or consent of the Required Lenders: (a) No consentThe exercise by Agent and/or Lenders of any rights and remedies under the Loan Documents following an Event of Default, approvalprovided that absent any direction from the Required Lenders, authorizationAgent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (b) Appointment of a successor Agent; (c) Approval of Post-Default Plan (defined in Section 13.6.4); and (d) Except as referred to in Section 13.26.2 below, order, registration approval of any amendment or qualification modification of or with any Governmental Entity having jurisdiction over the Company this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of their respective properties is required for (i) (1) the issuance and delivery other Loan Documents; 13.26.2 Each of the New Warrants, following shall require the approval or consent of all the Lenders: (2a) the issuance, sale and delivery of Shares, (3) the issuance and delivery Extension of the Warrants, Maturity (4beyond any extension permitted herein) the issuance, sale and delivery or forgiveness of all or any portion of the GGO Shares, (5) the issuance and delivery principal amount of the GGO WarrantsLoan or any accrued interest thereon, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company or any other amendment of this Agreement or the Plan and performance other Loan Documents which would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of and compliance by payment of any principal, interest or fees; (b) Reduction of the Company with all percentage specified in the definition of Required Lenders; (c) Increasing the amount of the Loan or any non-consenting Lender’s Commitment; (d) Release of any lien on any material collateral (except as Borrower is entitled to under the Loan Documents); (e) The release or forgiveness of any Guarantor; (f) Amendment of the provisions hereof and thereof and the consummation of this Section 13.26; (g) Amendment of the transactions contemplated herein Mandatory Prepayment Events or the application of proceeds from such events; (h) Modification of Section 13.5.2 on the distribution of Liquidation Proceeds; and (i) Amendment of what or how much is allowed as (i) Permitted Liens on the Individual Properties or any other Collateral for the Loan, (ii) Permitted Debt or (iii) Permitted Refinance. 13.26.3 In addition to the required consents or approvals referred to in Sections 13.26.1 and therein13.26.2 above, except (A) such authorization as is required the Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the Bankruptcy Court terms of this Agreement or of any of the Bankruptcy CodeLoan Documents, which the Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, the Agent shall be contained in the entry absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the relevant Court OrderLoan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. 13.26.4 Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Agent at the direction or with the consent of the Required Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent to the Lenders requesting Lenders’ determination, as applicable (except with respect to consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in course of action recommended by the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company Required Lenders. Where this Loan Agreement or any of its Subsidiaries other Loan Document requires that Borrower deliver any documentation to Agent or any of their respective properties is required for (1) Lenders, the issuance Borrower shall deliver the same to Agent and delivery Agent shall promptly deliver copies of the Warrants and (2) the performance of and compliance by the Company with all same to each of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectLenders.

Consents and Approvals. (a) No consent, approval, authorizationlicense, order---------------------- permit, registration order or qualification of authorization of, or registration, declaration, notice or filing with any Governmental Entity having jurisdiction over the Company or any stock market or stock exchange on which shares of Parent Common Stock are listed for trading is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or any the consummation by Parent of their respective properties is required the transactions contemplated by this Agreement, except for (i) (1) the issuance and delivery of pre-merger notification requirements under the New WarrantsHSR Act, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof Certificate of Merger with the Delaware Secretary of State and thereof and appropriate corresponding documents with the consummation appropriate authorities of other states in which Parent is qualified as a foreign corporation to transact business, (iii) the filing of the transactions contemplated herein Registration Statements on Form S-4 and thereinForm S-8 with the SEC in accordance with the Securities Act, except (Aiv) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry filing of the relevant Court OrderJoint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (iv) the issuance filing of the Warrants and (ii) the provisions of the Approval Order)such reports, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements schedules or materials under Section 13 or Rule 14a-12 of the Exchange Act and the rules materials under Rule 165 and regulations promulgated thereunder, Rule 425 of the Securities Act as may be required in connection with this Agreement and the rules Transactions, (vi) such consents, approvals, orders, authorizations, registrations, declarations and regulations promulgated thereunder, filings as may be required under applicable state securities laws and the rules laws of any foreign country and (vii) the filing of a Notification Form: Listing of Additional Shares with the Nasdaq Stock Market, Inc. for the listing of the New York shares of Parent Common Stock Exchangeto be issued in the Transactions, and (Cviii) such other consents, approvals, authorizations, orders, filings, approvals and registrations or qualifications thatwhich, if not obtained, made obtained or givenmade, would not be reasonably be expected, individually or likely to result in the aggregate, to have a Material Adverse EffectEffect to Parent. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries Debtor or any of their respective properties properties, or any party to any Material Contract (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company any Debtor of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the Company any Debtor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Backstop Order authorizing each of PCHI and the other Debtors to execute and deliver this Agreement and perform its obligations hereunder, (b) the entry of the Confirmation Order authorizing PCHI and the other Debtors to perform each of their respective obligations under the Plan, (c) the entry of the Disclosure Statement Order, and the expiration, or waiver (d) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect Chapter 11 Cases from time to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)time, (Be) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Notes and Unsubscribed Shares by the Commitment Parties, the issuance of New Common Stock and New Second Lien Notes in connection with the DIP Non-Cash Takeout Option (if any), the issuance of the Subscription Rights, the issuance of the Subscription Shares and Subscription Notes pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock in satisfaction of Secured Notes Claims pursuant to the Plan, and the issuance of New Common Stock and New Second Lien Notes as payment of the Backstop Commitment Premium, (g) the filing of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies and (h) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentAny consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, approvaland any term of this Credit Agreement, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of its Subsidiaries the Borrowers or any of their respective properties is required for Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrowers and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall: (a) without the written consent of the Borrowers and each Lender directly affected thereby: (i) (1) reduce or forgive the issuance and delivery principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes or the amount of the New Warrants, Commitment Fee or Letter of Credit Fees (2) other than interest accruing pursuant to §6.10 following the issuance, sale and delivery effective date of Shares, (3) any waiver by the issuance and delivery Required Lenders of the Warrants, (4) the issuance, sale and delivery Default or Event of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Default relating thereto); (ii) increase the execution and delivery by amount of such Lender’s Commitment or extend the Company expiration date of this Agreement such Lender’s Commitment; (iii) postpone or extend the Plan and performance Maturity Date or any other regularly scheduled dates for payments of and compliance by principal of, or interest on, the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (it being understood that (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry a waiver of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, application of the 14-day period set forth in Bankruptcy Rule 3020(edefault rate of interest pursuant to §6.10 and (B) following entry any vote to rescind any acceleration made pursuant to §14.1 of the Confirmation Order, as applicable (except amounts owing with respect to (i) the issuance Loans and other Obligations shall require only the approval of the Warrants and Required Lenders); and (iiiv) release all or substantially all the provisions of Guarantors from their guaranty obligations under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.Guaranty; (b) No consentwithout the written consent of all the Lenders, approvalamend or waive (i) this §27.1, authorizationthe definition of “Required Lenders”, order“Required Domestic Lenders”, registration “Required Australian Lenders”, “Required European Lenders” or qualification of or with any Governmental Entity having jurisdiction over the Company “Required Canadian Lenders” or any other provision hereof specifying the number or percentage of its Subsidiaries Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of their respective properties is each Lender (except as required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except to reflect (A) the entry addition of the Approval Order, an Additional Term Loan and additional Lenders of an Additional Term Loan pursuant to §27.2 or (B) filings required underthe addition of an Additional Australian Term Loan and additional Lenders of an Additional Australian Term Loan pursuant to §33), (ii) §2.11, (iii) §14.3 or (iv) §32; (c) without the written consent of each Agent, amend or waive §16, the amount or time of payment of any fees payable pursuant to the Fee Letter or any other provision applicable to any Agent; (d) without the written consent of each Swingline Lender, amend or waive any provision applicable to any Swingline Lender; and (e) without the written consent of the Issuing Lender, amend or waive the amount or time of payment of any Letter of Credit Fees or other fees payable for the Issuing Lender’s account or any other provision applicable to the Issuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and compliance that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with §6.11; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than shareholder approval requirements in respect of the issuance of the WarrantsDefaulting Lenders), except that (x) the applicable requirements Commitment of any Defaulting Lender may not be increased or extended without the Exchange Act consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the rules and regulations promulgated thereunderconsent of all Lenders, the Securities Act and Required Lenders, the rules and regulations promulgated thereunderRequired Domestic Lenders, and the rules Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectDefaulting Lender.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification As soon as practicable after the execution of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, this Agreement but no later than five (5) business days following the issuance Execution Date, Seller shall use its best efforts, and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by shall cause the Company to use its best efforts, to obtain all consents, approvals, certificates and other documents required in connection with the performance by any such parties of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof their respective Related Agreements and the consummation of the transactions contemplated herein hereby and thereinthereby, except (A) such authorization including all consents and approvals by each party to any of the Contracts referred to in Schedule 3.13(a). As soon as is ---------------- practicable after the execution of this Agreement, Seller shall, and shall cause the Company to, make all filings, applications, statements and reports to all Governmental Authorities and other Persons which are required to be made prior to the Closing Date by or on behalf of Seller, the Company or any of their respective Affiliates pursuant to any applicable Law or Contract in connection with this Agreement or any Related Agreement and the transactions contemplated hereby and thereby, including prompt filings under the HSR Act and expedited submission of all materials required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained any Governmental Authority in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectfilings. (b) No consentAs soon as practicable after the execution of this Agreement, approvalbut no later than five (5) business days following the Execution Date, authorizationTelegate shall use its best efforts, orderand shall cause Buyer to use its best efforts, registration to obtain all consents, approvals, certificates and other documents required in connection with the performance by any such parties of this Agreement and their respective Related Agreements and the consummation of the transactions contemplated hereby and thereby. As soon as practicable after execution of this Agreement, Buyer shall make all filings, applications, statements and reports to all Governmental Authorities and other Persons which are required to be made prior to the Closing Date by or qualification on behalf of or with any Governmental Entity having jurisdiction over the Company Buyer or any of its Subsidiaries Affiliates pursuant to any applicable Law in connection with this Agreement or any of their respective properties is required for (1) Related Agreement and the issuance transactions contemplated hereby and delivery of thereby, including prompt filings under the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules expedited submission of the New York Stock Exchange, and (C) all materials required by any Governmental Authority in connection with such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectfilings.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, if applicable, its Subsidiaries of this Agreement or Commitment Agreement, the Plan and performance of and the other Plan Documents, the compliance by the Company and, if applicable, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, including the Rights Offering, except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Rights Offering Procedures Order, and (ii) the expiration, or waiver by the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eBCA Approval Order authorizing the Company to execute and deliver this Commitment Agreement and perform its obligations hereunder and authorizing the Company to perform each of its other obligations hereunder, (iii) following the entry of the Confirmation Order, as (iv) filings, if any, pursuant to the HSR Act or any applicable (except notification, authorization, approval or consent under any other Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereundertransactions contemplated by this Commitment Agreement, and the rules expiration or termination of all applicable waiting periods thereunder, (v) the filing with the Secretary of State of the New York Stock ExchangeState of Delaware of the NII Certificate of Incorporation and the filing of any other corporate documents with applicable state filing agencies, and (Cvi) such other consents, approvals or authorizations as may be required under any Communications Law in connection with the transactions contemplated by this Commitment Agreement, (vii) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, would not reasonably be expected, individually or Blue Sky laws in connection with the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery purchase of the Warrants Primary Shares and (2) the performance of and compliance Backstop Shares by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, Backstop Parties and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), Rights and the applicable requirements Rights Offering Shares pursuant to the exercise of the Exchange Act Rights, and (vii) filings, if any, with any Communications Regulatory Authority as may be required or necessary under any Communications Law or any applicable notification, authorization, approval or consent under any other Communications Law in connection with the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereundertransactions contemplated by this Commitment Agreement, and the rules expiration or termination of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectall applicable waiting periods thereunder.

Consents and Approvals. (a) No consentEach of the following shall require the approval or consent of the Required Lenders: (i) The exercise of any rights and remedies under the Loan Documents following an Event of Default, approvalprovided that absent any direction from the Required Lenders, authorizationAgent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan; (ii) Appointment of a successor Agent; (iii) Approval of Post-Default Plan (defined in Section 15.8(d)); and (iv) Except as referred to in subsection (b) below, order, registration approval of any amendment or qualification modification of or with any Governmental Entity having jurisdiction over the Company this Agreement or any of its Subsidiaries the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of their respective properties is required for the other Loan Documents; (b) Each of the following shall require the approval or consent of all the Lenders: (i) (1) the issuance and delivery Extension of the New Warrants, Maturity Date (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and beyond any extension permitted herein); (ii) Forgiveness of all or any portion of the execution and delivery by principal amount of the Company Loan or any accrued interest thereon, or (iii) Any amendment of this Agreement or the Plan and performance other Loan Documents, including without limitation, any change in the Interest Rate; (iv) Any change in the definition of and compliance by Required Lenders; (v) Any Increase of the Company with all amount of the Maximum Amount or any Lender's Commitment; (vi) Release of any collateral or any Guarantor (except as Borrower is entitled to under the Loan Documents); (vii) Any amendment or modification of the Lease; and (viii) Amendment of the provisions hereof of this Article 15. (c) In addition to the required consents or approvals referred to in subsections (a) and thereof and (b) above, the consummation Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the transactions contemplated herein Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and thereinif such instructions are promptly requested, except the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto. (Ad) such authorization as is required Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Bankruptcy Court Agent at the direction or with the Bankruptcy Code, which shall be contained in the entry consent of the relevant Court OrderRequired Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the expiration, or waiver exercise by the Bankruptcy Court, Agent at the direction or with the consent of the 14-day period Required Lenders of the powers set forth in Bankruptcy Rule 3020(e) following entry herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Confirmation OrderAgent to the Lenders requesting Lenders' determination, as applicable (except with respect to consent, approval or disapproval (i) shall be given in the issuance form of the Warrants and a written notice to each Lender, (ii) the provisions shall be accompanied by a description of the Approval Order)matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (Biii) filings required undershall include, if reasonably requested by a Lender and compliance with (other than shareholder approval requirements to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangematter or issue to be resolved, and (Civ) shall include the Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the "Lender Reply Period"). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination if Agent reasonably determines that such action needs to be taken for the protection of the Lenders. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification course of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance action recommended by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectRequired Lenders.

Consents and Approvals. Other than (aA) No consentthe filing with the SEC of such reports and filings under Sections 13(a), approval13(d), authorization13(g) and 16 of the Exchange Act as may be required in connection with this Agreement, orderand the transactions contemplated hereby and by the Ancillary Agreements, registration (B) the filing of applications and notices with the Federal Reserve and approval thereof, (C) such applications, filings and Consents as may be required under the banking laws of any state, and approval thereof, (D) Consents, filings or qualification exemptions required under Securities Laws relating to the regulation of broker-dealers, investment companies and investment advisors and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations of the SEC and the Commodity Futures Trading Commission thereunder and of any applicable industry self-regulatory organization and the rules of the NYSE, FINRA or with any Governmental Entity having jurisdiction over which are required under consumer finance, mortgage banking and other similar laws of the Company various states in which it or any of its Subsidiaries is licensed or any of their respective properties is required for regulated, (iE) notices or filings under the HSR Act, (1F) the issuance and delivery Consents of the New Warrantsstate insurance regulators, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) G) such other Consents, authorizations, filings, approvals and registrations which if not obtained or made would not, individually or in the issuance of Common Stock upon exercise of aggregate, be material to it and its Subsidiaries taken as a whole (clauses (B) through (F) collectively, the Warrants “Purchaser Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with Purchasers’ and (ii) the execution and its Subsidiaries’ execution, delivery by the Company or performance of this Agreement or and the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is hereby or thereby. A detailed list of all Purchaser Regulatory Consents required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Purchaser and its Subsidiaries as of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, date hereof is disclosed in Section 5.03(f) of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Purchaser Disclosure Schedule. As of the Confirmation Orderdate hereof, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or neither Purchaser nor any of its Subsidiaries or has knowledge of any of their respective properties is required for (1) the issuance and delivery reason why all Purchaser Regulatory Consents would not be received in order to permit consummation of the Warrants transactions contemplated hereby and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Ancillary Agreements on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights or the issuance of GGO Common Stock upon exercise Investor Shares to each Investor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the PSA and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of registration under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Shares pursuant to the exercise of Rights, (iii) filings with respect to and the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other comparable laws or regulations in any foreign jurisdiction relating to the applicable requirements sale or issuance of Investor Shares to the Investors, (iv) the filing with the Secretary of State of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules State of Delaware of the New York Stock Exchange, Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by the Investors or the distribution of the Rights and the sale of Shares to Eligible Holders or (z) the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Except as specifically set forth in Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain any consent, approvalwaiver, authorizationauthorization or order of, orderor make any filing or registration with, registration any court or qualification of other federal, state, local or other governmental authority or other person in connection with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance execution, delivery and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company of this Agreement, the Vote Certificates, the Registration Rights Agreement or the Plan and performance of and compliance by Warrants, except for (i) the Company with all filings of the provisions hereof Vote Certificates with respect to the Shares with the Secretary of State of Massachusetts, which filings shall be effected prior to the Series B Closing Date, the Series C Closing Date, the Series D Closing Date, Series E Closing Date and thereof and Series F Closing Date, as appropriate, (ii) the consummation filing of the transactions contemplated herein and therein, except (A) such authorization as is required the registration statements contemplated by the Bankruptcy Court or Registration Rights Agreement (the Bankruptcy Code"UNDERLYING SECURITIES REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "COMMISSION"), which shall be contained filed in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period time periods set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants Registration Rights Agreement and (ii) the provisions of the Approval Order), (B) filings required undera separate Form D as to the transactions to occur at each of the Series B Closing, Series C Closing, Series D Closing, Series E Closing and Series F Closing, as applicable, (iii) applications for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market or Nasdaq Small Cap Market, as appropriate (and with any other national securities exchange or market on which the Common Stock is then listed), and compliance with (iv) other than shareholder approval requirements than, in respect all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the issuance Company to effect the Series B Closing, the Series C Closing, the Series D Closing, the Series E Closing or the Series F Closing and to deliver to the Purchaser the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants), the applicable requirements of Warrant Shares) in the Exchange Act manner contemplated hereby and the rules Registration Rights Agreement free and regulations promulgated thereunder, clear of all liens and encumbrances of any nature whatsoever (together with the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvalswaivers, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or notices and filings referred to in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance SECTION 2 and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the WarrantsSCHEDULE 2.1(f), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect"REQUIRED APPROVALS").

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court EBA Approval Order authorizing the Company to execute and deliver this Agreement and perform the EBA Approval Obligations, (b) the entry of the Plan Solicitation Order, and (c) the expiration, or waiver entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time, (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Equity Backstop Parties, the issuance of the Subscription Rights or the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Convertible Series A Preferred Shares on account of the exercise of the Backstop Commitment Fee Allocation and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to be, individually or in the aggregate, material and adverse to have a Material Adverse Effectthe Debtors. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith the Federal Reserve Board, registration the OCC and, if required, the FDIC, in connection with the Bank Merger, including under the Bank Merger Act and HOLA, and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the HOLA and approval of such applications, filings and notices, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates and Holdco Merger Certificates, (d) the filing with FINRA of an application by Company Broker-Dealer under NASD Rule 1017 and approval of such application, (e) compliance with the Exchange Act, (f) the filing of a Preliminary Information Report with the Superintendent of State of New York Department of Financial Services (the “NYDFS”) within 30 days following the Merger and (g) the filing of any required applications, filings or qualification notices with any Governmental Entities set forth in Section 4.3 of the Company Disclosure Schedule and the receipt of the necessary approvals and consents referenced therein, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Parent Entities and Merger Sub of this Agreement or (ii) the Plan and performance of and compliance consummation by the Company with all Parent Entities, Merger Sub and Parent Bank of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein and therein, except hereby (A) such authorization as is required by including the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Bank Merger and the expirationHoldco Merger). Furthermore, no pre-Closing consents or waiver by approvals of or filings or registrations with the Bankruptcy Court, of the 14-day period set forth NYDFS are necessary in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except connection with respect to (i) the issuance execution and delivery by the Parent Entities and Merger Sub of the Warrants and this Agreement or (ii) the provisions consummation by the Parent Entities, Merger Sub and Parent Bank of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger and the Holdco Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants)Merger, the applicable requirements Bank Merger and the Holdco Merger on a timely basis and without the imposition of a Materially Burdensome Regulatory Condition. Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of the Exchange Act Parent Entities’ representations and warranties set forth in this Section 4.3 are based on the rules and regulations promulgated thereunderaccuracy of information provided by the Company, the Securities Act representations and warranties in this Section 4.3 shall be limited to the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) extent affected by any inaccuracy in such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectinformation. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants Shares and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)with, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)with, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentAny consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, approvaland any term of this Credit Agreement, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of its Subsidiaries the Borrowers or any of their respective properties is required for Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrowers and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall: (a) without the written consent of the Borrowers and each Lender directly affected thereby: (i) (1) reduce or forgive the issuance and delivery principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes or the amount of the New Warrants, Commitment Fee or Letter of Credit Fees (2) other than interest accruing pursuant to Section 6.10 following the issuance, sale and delivery effective date of Shares, (3) any waiver by the issuance and delivery Required Lenders of the Warrants, (4) the issuance, sale and delivery Default or Event of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Default relating thereto); (ii) increase the execution and delivery by amount of such Lender's Commitment or extend the Company expiration date of this Agreement such Lender's Commitment; and (iii) postpone or extend the Plan and performance Maturity Date or any other regularly scheduled dates for payments of and compliance by principal of, or interest on, the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (it being understood that (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry a waiver of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, application of the 14-day period set forth in Bankruptcy Rule 3020(edefault rate of interest pursuant to Section 6.10 and (B) following entry any vote to rescind any acceleration made pursuant to Section 14.1 of the Confirmation Order, as applicable (except amounts owing with respect to (i) the issuance Loans and other Obligations shall require only the approval of the Warrants and (ii) the provisions of the Approval OrderRequired Lenders), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.; (b) No consentwithout the written consent of the Required Lenders, (i) release any Guarantor from its guaranty obligations under the Guaranty; (c) without the written consent of all the Lenders, (i) amend or waive this Section 27 or the definition of Required Lenders (except as required to reflect the addition of a New Term Loan and New Term Loan Lender pursuant to Section 27.2); (d) without the written consent of the Administrative Agent, approvalamend or waive Section 16, authorization, order, registration the amount or qualification time of or with any Governmental Entity having jurisdiction over payment of the Company Agent's Fee or any other provision applicable to the Administrative Agent; (e) without the written consent of its Subsidiaries the Swingline Lender, amend or waive any provision applicable to the Swingline Lender; and (f) without the written consent of the Issuing Lender, amend or waive the amount or time of payment of any Letter of Credit Fees or other fees payable for the Issuing Lender's account or any other provision applicable to the Issuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of their respective properties is required for (1) dealing or delay or omission on the issuance and delivery part of the Warrants and (2) Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the performance of and compliance by Borrowers shall entitle the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (Borrowers to other than shareholder approval requirements or further notice or demand in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such similar or other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectcircumstances.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court PPA and BCA Approval Order authorizing the Company to enter into this Agreement and perform the PPA and BCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Common Shares as payment of the Backstop Commitment Premium and the Backstop Ticking Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of the pre-merger notification report under the HSR Act, approval(b) the filing with the SEC of (i) the Proxy Statement/Prospectus, authorization(ii) a Registration Statement of Parent on Form S-4 with respect to shares of Parent Common Stock which may be issued to stockholders of the Company in the Merger (together with any amendments or supplements thereto, orderthe “Parent Registration Statement”) and (iii) such reports under the Exchange Act as may be required in connection with this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, registration (c) such filings and approvals as are required to be made or qualification obtained under the securities or “Blue Sky” laws of or various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (d) the approval of this Agreement and the Merger by the requisite vote of the stockholders of the Company, (e) the filings with any Governmental Entity having jurisdiction over as required under applicable law in each case as expressly set forth in Section 5.5 of the Parent Disclosure Schedule, (f) the filing of the Certificate of Merger with the Secretary of State of the State of Wyoming pursuant to the WYBCL, (g) consents and approvals previously obtained, (j) such filings, consents and approvals in respect of the Company or any Permits (without giving effect to the materiality qualifier contained in the definition thereof) as are required by applicable law, (h) the approval of its Subsidiaries or any of their respective properties is required for the Charter Amendment and (i) such other filings the failure of which to make would not have a Material Adverse Effect on Parent, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company Parent or Merger Sub of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and (B) the consummation by Parent or Merger Sub of the transactions contemplated herein hereby. As of the date hereof, to Xxxxxx’s knowledge, there is no reason, relating to Parent and thereinits Subsidiaries, except (A) such authorization as is required by the Bankruptcy Court operation of their businesses or the Bankruptcy Codeterms of this Agreement, which shall why the receipt of any such consents or approvals will not be contained obtained in the entry of the relevant Court Order, a customary time frame once complete and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) appropriate filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, have been made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectParent.

Consents and Approvals. (a) No The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the execution, delivery and performance of this Agreement and the Bank Merger Agreements by the Bank, does not require any consent, approval, authorizationauthorization or permit of, orderor filing with or notification to, registration any court, administrative agency or qualification of commission or with other governmental or regulatory authority or instrumentally, domestic or foreign, including, without limitation, any Bank Regulator (as hereinafter defined) (each a “Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for Entity”), except (i) (1) the issuance and delivery of the New Warrantsfor applicable requirements, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Courtif any, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Securities Exchange Act of the Confirmation Order1934, as applicable amended (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order“Exchange Act”), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)state takeover laws, the applicable pre-merger notification requirements of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunderthereunder (the “HSR Act”), and filing and recordation of appropriate merger documents as required by the DGCL, (ii) for consents and approvals of or filings, registrations or negotiations with the FRB, the Securities Act FDIC and the rules Superintendent of the Bureau of Banking of the State of Maine (the “Maine Superintendent”), and regulations promulgated thereunder(iii) the filings required by the Bank Merger Agreements. KSB and the Bank are not aware of any reason why the approvals, consents and waivers of Governmental Entities referred to herein and in Section 8.3 should not be obtained. (b) The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the rules execution, delivery and performance of this Agreement and the New York Stock ExchangeBank Merger Agreements by the Bank, and (C) does not require any consent, approval, authorization or permit of, or filing with or notification to, any third party, except where failure to obtain any such other consentsconsent, approvalsapproval, authorizationsauthorization or permit, orders, registrations or qualifications that, if not obtained, made to make any such filing or givennotification, would not reasonably be expectedprevent or significantly delay consummation of the Merger or the Bank Merger, or otherwise prevent KSB or the Bank from performing its obligations under this Agreement and the KSB Option Agreement or the Bank from performing its obligations under the Bank Merger Agreements, or would not, either individually or in the aggregate, to have a Material Adverse Effectbe material. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the execution, delivery and performance of this Agreement and the Bank Merger Agreements by the Bank, does not require any consent, approval, authorizationauthorization or permit of, orderor filing with or notification to, registration any court, administrative agency or qualification of commission or with other governmental or regulatory authority or instrumentally, domestic or foreign, including, without limitation, any Bank Regulator (as hereinafter defined) (each a "Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for ------------ Entity"), except (i) (1) the issuance and delivery of the New Warrantsfor applicable requirements, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Courtif any, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Securities ------ Exchange Act of the Confirmation Order1934, as applicable amended (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order"Exchange Act"), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)state takeover laws, the applicable ------------ pre-merger notification requirements of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunderthereunder (the "HSR Act"), and filing and recordation of appropriate merger documents as ------- required by the DGCL, (ii) for consents and approvals of or filings, registrations or negotiations with the FRB, the Securities Act FDIC and the rules Superintendent of the Bureau of Banking of the State of Maine (the "Maine ----- Superintendent"), and regulations promulgated thereunder(iii) the filings required by the Bank Merger Agreements. -------------- KSB and the Bank are not aware of any reason why the approvals, consents and waivers of Governmental Entities referred to herein and in Section 8.3 should not be obtained. (b) The execution, delivery and performance of this Agreement and the KSB Option Agreement by KSB, and the rules execution, delivery and performance of this Agreement and the New York Stock ExchangeBank Merger Agreements by the Bank, and (C) does not require any consent, approval, authorization or permit of, or filing with or notification to, any third party, except where failure to obtain any such other consentsconsent, approvalsapproval, authorizationsauthorization or permit, orders, registrations or qualifications that, if not obtained, made to make any such filing or givennotification, would not reasonably be expectedprevent or significantly delay consummation of the Merger or the Bank Merger, or otherwise prevent KSB or the Bank from performing its obligations under this Agreement and the KSB Option Agreement or the Bank from performing its obligations under the Bank Merger Agreements, or would not, either individually or in the aggregate, to have a Material Adverse Effectbe material. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing with the SEC of the Proxy Statement and declaration of effectiveness of Registration Statements, approvaland any filings required under applicable state securities or “blue sky” Laws, authorization(b) the filing of the articles of share exchange and other appropriate documents as required by the VSCA and the issuance by the Virginia State Corporation Commission of the certificate of share exchange pursuant to the VSCA, order(c) receipt of the PRISA Shareholder Approval and the PRISA Warrant Approvals and/or PRISA Rights Offer Approvals, as applicable (d) the registration with and verification by the CNMV of the PRISA Prospectuses, (e) the filing of the Deed of In-Kind Capital Increase against contribution in kind declaring that the capital increase has been subscribed by the shareholders of Liberty Virginia, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by PRISA in the Share Exchange, (f) the filing of the Deed of Subscription Capital Increase against a contribution in cash, (g) the registration of the PRISA Shares and the PRISA Class A Ordinary Shares to be issued in connection with the PRISA Rights Offer, if any, in book entry form with the SIBE, (h) the authorization of the listing of PRISA Shares and the PRISA Class A ordinary Shares to be issued in connection with the PRISA Rights Offer, if any, on the SIBE by the CNMV and the Managing Companies of the Spanish Stock Exchanges and (i) the filing with and approval of the Selected Stock Exchange for admission to listing, subject to issuance, of the PRISA ADS-As and the PRISA ADS-NVs on such exchange, no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) are necessary in connection with the execution and delivery by the Company PRISA of this Agreement or any Ancillary Agreement to which it is a party, the Plan consummation by PRISA of the transactions contemplated hereby and performance of thereby and compliance by the Company PRISA with all any of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinthereof, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect those the failure of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations which to obtain or qualifications that, if not obtained, made or given, make would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on PRISA. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. No Consents of or from, or filings or registrations with, any Governmental Entity or with any third Person are necessary in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, except for (a) No consentsuch Consents set forth in Section 5.4 of the Parent Disclosure Letter, approval(b) any Consents from, authorizationor registrations, orderdeclarations, registration notices or qualification of filings made to or with any Governmental Entity having jurisdiction over the Company (other than with respect to securities, antitrust, competition, trade regulation or similar laws), or any Consents from Parent stockholders, in each case as may be required in connection with this Agreement, the Merger, the Parent Stock Issuance, the Parent Reverse Split or the Parent Authorized Shares Increase, or the other transactions contemplated by this Agreement, (c) the filing with the SEC of its Subsidiaries the Form S-4 and the Joint Proxy Statement/Prospectus as well as any other filings required to be made with the SEC pursuant to the Securities Act or any the Exchange Act, (d) the filing of their respective properties is the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (e) such filings and approvals as may be required for to be made under the state blue sky or securities laws or various states in connection with the Parent Stock Issuance, (f) such filings as may be required to (i) (1) cause the issuance and delivery shares of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Parent Common Stock upon exercise to be issued pursuant to the Parent Stock Issuance to be approved for listing on the NASDAQ and the shares of the New Warrants, (7) the issuance of GGO Parent Common Stock upon exercise of generally to be approved for initial listing on the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants NASDAQ under NASDAQ Listing Rule 5110(a) and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is if required by the Bankruptcy Court or NASDAQ, receive all necessary approval for the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Merger and the expiration, or waiver other transactions contemplated by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants this Agreement under NASDAQ Listing Rules 5635 and (ii) the provisions of the Approval Order5110(a), (Bg) other consents or approvals of, or filings required underor registrations with, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangeany Governmental Entity or third parties, and (Ch) such other consents, approvals, authorizations, orders, registrations or qualifications that, Consents which if not obtained, obtained or made or given, would not be reasonably be expectedexpected to result in, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE and the NASDAQ, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Bank Merger Act and approval or qualification waiver of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the NYDFS and the CDB, and approval or waiver of such applications, filings and notices, (d) the filing of any required filings and notices, as applicable, with the OCC, (e) the filing with FINRA of an application by the Company Broker-Dealer Subsidiary under FINRA Rule 1017 and approval of such application, (f) the filing of those additional applications, filings and notices, if any, listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the SEC of the Joint Proxy Statement, and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration by the SEC of the effectiveness of the S-4, (h) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Holdco Merger Certificates with the Delaware Secretary pursuant to the DGCL and the New York State Department of State pursuant to the NYBCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Parent Charter Amendment and the certificate of designations for the New Parent Preferred Stock with the New York State Department of State pursuant to the NYBCL, and (i) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the Parent Share Issuance, the issuance of shares of New Parent Preferred Stock pursuant to this Agreement, and the approval of the listing of such Parent Common Stock and New Parent Preferred Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Parent and Merger Sub of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expirationAgreement, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Parent and Merger Sub of the Approval OrderMerger and the other transactions contemplated hereby (including the Holdco Merger and the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Parent and Merger Sub have no knowledge of any reason why the necessary regulatory approvals and consents will not be received by Parent or Merger Sub to permit consummation of the Warrants)Merger, the applicable requirements of the Exchange Act Holdco Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis. (b) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (1) the issuance and delivery of the Warrants and (2) the performance of and compliance by the Company with all of the provisions of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. The parties shall have received all consents and approvals, and gave such notices, as may be required for the Company to enter into, execute and perform the transactions contemplated by this agreement and all such consents and approvals shall be in full force and effect. All necessary filings with Government authorities or any other third parties shall have been made, including, without limitation: (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over Approval by the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery majority of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery holders of the Warrants, (4) the issuance, sale Company’s issued and delivery outstanding shares of the GGO Shares, (5) the issuance and delivery common stock of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by an amendment to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Company’s Certificate of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, Incorporation to authorize 20,000,000 shares of the 14blank-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), check preferred stock; (B) filings required under, and compliance with (other than shareholder approval requirements an increase in respect the Company’s authorized shares of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and common stock to 750,000,000 shares; (C) such other consentsa change of the Company’s name to “Thwapr, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in Inc.” to more accurately reflect the aggregate, new focus of the Company; and (D) an amendment to have a Material Adverse Effect.the Company’s Certificate of Incorporation to allow for supermajority preferred voting rights; (b) No consent, approval, authorization, order, registration or qualification The filing with the SEC of or a Preliminary 14C Information Statement notifying non-consenting shareholders of the approval by the majority of the holders of the Company’s issued and outstanding shares of common stock of the actions described in Section 6.2(a); (c) The filing with any Governmental Entity having jurisdiction over the SEC of a Definitive 14C Information Statement; (d) The filing with the Delaware Secretary of State of an amended Certificate of Incorporation of the Company or any designating blank check preferred stock, increasing the Company’s authorized shares of its Subsidiaries or any common stock; changing the Company’s name and allowing for supermajority preferred voting rights; and (e) The filing with the Delaware Secretary of their respective properties is required State of a Certificate of Designation for (1) a class of Series A convertible preferred stock with supermajority preferred voting rights. All licenses, permits, agreements and other items material to the issuance and delivery conduct of the Warrants and (2) the performance of and compliance Company’s business, as currently being conducted by the Company with all Company, shall continue in full force and effect following the change in control of the provisions Company, and that any notice required to be given, or consent required to be obtained, in advance of the Approval Order except (A) the entry of the Approval Order, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations Closing shall have been given or qualifications that, if not obtained, made or givenas applicable, would not reasonably be expected, individually or in prior to the aggregate, to have a Material Adverse Effectdate thereof.