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.

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.

Consents and Approvals. (a) No consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Pass Through Trust Agreement and the Operative Documents, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer and/or the Guarantor of the New WarrantsGuarantee, (2) the issuancePass Through Trust Agreement, sale the Pass Through Trust Supplement and delivery the Operative Documents to which either of Sharesthem is a party, (3) or the issuance and delivery legality, validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the Warrantstypes referred to in Section 6.7, have been duly taken, given or obtained, as the case may be, are in full force and effect on the Closing Date, are not subject to any pending proceedings or appeals (4administrative, judicial or otherwise) and are adequate to authorize 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 consummation by the Company of this Agreement Charterer or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Guarantor of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by each of the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as is may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel Interest or which are otherwise required in connection with the transactions contemplated by the Bankruptcy Court or the Bankruptcy CodeOperative Documents, which shall have been applied for but which cannot be contained obtained, or which are not normally applied for or taken, given or obtained, prior to the Closing Date, and which in the entry normal course would be granted, provided that the failure to obtain such Governmental -------- Actions, consents and approvals by the Closing Date would not materially adversely affect the ability 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 Charterer 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)perform its obligations under this Agreement, 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 Pass Through Trust Agreement or any other consents, approvals, authorizations, orders, registrations Operative Document to which it is or qualifications that, if not obtained, made or given, would not reasonably will be expected, individually or in the aggregate, to have a Material Adverse Effectparty.

Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each of Parent and GFI will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary and appropriate to consummate the Transactions. In furtherance and not in limitation of the foregoing, each of Parent and GFI shall (i) make or cause to be made the filings required of such party under the Foreign Competition Laws (including those set forth in Section 3.4(b)(i) of the Parent Disclosure Letter) with respect to the Transactions as promptly as practicable after the date of this Agreement; (ii) take all actions to obtain and make the Regulatory Approvals set forth in Section 3.4(b)(ii) of the Parent Disclosure Letter as promptly as practicable after the date of this Agreement; (iii) comply at the earliest practicable date with any request under any Governmental Entity (including under any Foreign Competition Laws) in respect of such filings or such Transaction; and (iv) act in good faith and reasonably cooperate with the other Party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such Transaction. To the extent not prohibited by applicable Law, the Parties shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions. Each Party shall give each other reasonable prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such Transaction. No consentParty shall independently participate in any meeting, approvalor engage in any substantive conversation, 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 any such filings, investigation or other inquiry without giving the issuance other Parties prior notice of the Warrants)meeting or conversation and, unless prohibited by such any Governmental Entity, the applicable requirements opportunity to attend or participate. The Parties contemplate that as a general matter both Parent and GFI shall be represented at in-person meetings with any Governmental Entity. The Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Exchange Act and the rules and regulations promulgated thereunderHSR Act, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such Foreign Competition Laws 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 EffectAntitrust Laws.

Consents and Approvals. (a) No consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority, and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Operative Documents and the Pass Through Trust Agreement, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer, the Guarantor, the Owner Participant, the Owner Trust, the Indenture Trustee or the Pass Through Trustee of the New Warrants, (2) the issuance, sale Pass Through Trust Agreement and delivery of Shares, (3) the issuance and delivery each of the WarrantsOperative Documents to which it is a party, (4) or the issuancelegality, sale and delivery validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the GGO Sharestype referred to in Section 5.12, shall have been duly taken, given or obtained, as the case may be, shall be in full force and effect on the Closing Date, shall not be subject to any pending proceedings or appeals (5administrative, judicial or otherwise) 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 shall be adequate to authorize the consummation of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel or which is otherwise required in connection with the transactions contemplated by the Bankruptcy Court Pass Through Trust Agreement, the Underwriting Agreement and the Operative Documents which have been applied for but which cannot be obtained, or which are not normally applied for or taken, given or obtained, prior to the Bankruptcy CodeClosing Date, and which shall be contained in the entry of normal course would be granted; provided that the relevant Court Orderfailure to obtain such -------- Governmental Actions, and the expiration, consents or waiver approvals by the Bankruptcy Court, Closing Date would not materially adversely affect the ability of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ix) the issuance of Charterer to perform its obligations under this Agreement, the Warrants and Pass Through Trust Agreement or any other Operative Document to which it is or will be a party or (iiy) the provisions of Guarantor to perform its 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 EffectGuarantee.

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 thereintherein (including compliance by each Backstop Party with its obligations hereunder and thereunder), 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 Disclosure Statement Order, the BCA Approval Order, and the expirationBCA Consummation Approval Order authorizing the Company to execute and deliver this Agreement and perform each of its other obligations hereunder, or waiver by (ii) 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 iii) filings, if any, pursuant 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 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, (iv) the rules and regulations promulgated thereunderfiling of the Certificate of Incorporation with the relevant state or national agency, and the rules filing of any other corporate documents with applicable state filing agencies applicable to the New York Stock Exchangeother Debtors, and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, “blue sky” laws in connection with the purchase of the New Common Stock by the Backstop Parties and the Rights Offering Participants and (vi) any other Applicable Consent the failure of which to obtain would not have or reasonably be expectedexpected to have, 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 New York Stock Exchange, 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 and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Discover Disclosure Schedule or Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices, (f) 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, (g) the filing of the Certificates of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of Certificates of Designation for the New Capital One Preferred Stock with the Delaware Secretary 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 the shares of Capital One Common Stock and New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Capital One Common 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 Capital One 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 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 Capital One and Merger Sub of the Approval Order)Mergers, (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 thereunderas applicable, and the rules other transactions contemplated hereby (including the Bank Merger). As of the New York Stock Exchangedate hereof, Capital One is not aware of any reason why the necessary regulatory approvals and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if consents will not obtained, made or given, would not reasonably be expected, individually or received in order to permit consummation of the aggregate, to have Mergers and Bank Merger on a Material Adverse Effecttimely basis.

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 ExchangeExchange (“NYSE”), 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 including the aggregate, to have a Material Adverse EffectRequisite Stockholder Approval.

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.

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.

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 expiration or termination of the waiting period under, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the New York Stock ExchangeCertificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State 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 consent, approval, authorization, orderOrder, 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 Property (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 and each other Definitive Document, the Plan and performance of and 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 Disclosure Statement Order, and (b) the expirationentry of an order approving the Rights Offering Procedures, or waiver by (c) 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 (id) the issuance entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Warrants and (ii) the provisions of the Approval Order)Chapter 11 Cases from time to time, (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 (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications thatas 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 and the issuance of the Rights Offering Shares pursuant to the exercise, if any, of the Subscription Rights, and (f) (1) filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable filing, notification, authorization, approval, consent, clearance, waiting period or waiver under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, and (2) any other governmental notifications, filings, consents, waivers, waiting periods and approvals, if any, required for the consummation of the transactions contemplated by this Agreement, the RSA and the Plan, which, in each case in respect of clauses (1) and (2) of this Section 4.3(f), if not made or obtained, made or given, would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Company or the Commitment Parties’ performance of their obligations under this Agreement or any other Definitive Document to which the Company or the Commitment Parties are a party, as reasonably determined and agreed by the Company and the Requisite Commitment Parties upon advice of counsel within fifteen (15) Business Days of the date of this Agreement, and which have been discussed between Akin Gump and counsel to the Company prior to the date of this Agreement ((1) and (2) collectively, the “Reasonable Approvals”), and (h) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, 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 EffectEffect on Virata, no consents or approvals of or filings or registrations with any 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 quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity") are necessary in connection with (A) the execution and ------------------- delivery by Virata of this Agreement and (B) the consummation by Virata of the transactions contemplated by this Agreement.

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.

Consents and Approvals. (a) No consentSubject to the terms and conditions of this Agreement, approvaleach of Parent and the Company will use its reasonable best efforts to take, authorizationor cause to be taken, orderall actions and to do, registration or qualification cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including obtaining as promptly as reasonably practicable any necessary consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions and authorizations of, and actions or nonactions by, and making as promptly as practicable all necessary filings, submissions and declarations with, any Governmental Entity, Self-Regulatory Organization or other third party necessary in connection with the consummation of the Transactions. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (i) make or cause to be made the filings, submissions and declarations required of such party under the HSR Act and the Foreign Competition Laws with respect to the Transactions as promptly as practicable after the date of this Agreement (and in any event, in the case of the HSR Act, within 10 Business Days after the date of this Agreement), (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the FTC, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity (including under any Foreign Competition Laws) in respect of such filings, submissions and declarations or the Transactions and (iii) act in good faith and reasonably cooperate with the other Party in connection with any such filings, submissions and declarations and in connection with resolving, and use reasonable best efforts to resolve, any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having jurisdiction over the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filings, submissions and declarations or any of the Transactions. In addition, from the date hereof, if the Transactions are subject to ISRA, the Company shall undertake all steps necessary to comply with the requirements of ISRA imposed on account of the execution of this Agreement and consummation of the Transactions, including making or causing to be made any filings required thereunder within five days of the date hereof. To the extent not prohibited by applicable Law, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of any material correspondence, filing or communication between such Party or any of its Subsidiaries Representatives, on the one hand, and any Governmental Entity or any members of their respective properties staffs, on the other hand, with respect to this Agreement and the Transactions. Prior to submitting or making any such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the Parties shall, to the extent permitted by applicable Law, first provide the other Party with a copy of such correspondence, filing or communication in draft form and give such other Party a reasonable opportunity to discuss its content before it is required for (i) (1) submitted or filed with the issuance relevant Governmental Entities, and delivery shall consider and take account of all reasonable comments timely made by the other Party with respect thereto. To the extent permitted by applicable Law, each of the New Warrants, (2) Parties shall ensure that the issuance, sale and delivery other Party is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the Transactions. Neither Party shall agree to any voluntary extension of Shares, (3) the issuance and delivery any statutory deadline or waiting period or to any voluntary delay 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 Transactions at the behest of any Governmental Entity (Aincluding the Antitrust Division) such authorization as is required by without the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry prior written consent of the relevant Court Orderother Party (such consent not to be unreasonably withheld, and the expiration, conditioned 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 Orderdelayed), (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 consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority, and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Operative Documents and the Pass Through Trust Agreement, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer, the Guarantor, the Owner Participant, the Owner Trustee, the Indenture Trustee or the Pass Through Trustee of the New Warrants, (2) the issuance, sale Pass Through Trust Agreement and delivery of Shares, (3) the issuance and delivery each of the WarrantsOperative Documents to which it is a party, (4) or the issuancelegality, sale and delivery validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the GGO Sharestype referred to in Section 4.12, shall have been duly taken, given or obtained, as the case may be, shall be in full force and effect on the Closing Date, shall not be subject to any pending proceedings or appeals (5administrative, judicial or otherwise) 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 shall be adequate to authorize the consummation of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel or which is otherwise required in connection with the transactions contemplated by the Bankruptcy Court Pass Through Trust Agreement, the Underwriting Agreement and the Operative Documents which have been applied for but which cannot be obtained, or which are not normally applied for or taken, given or obtained, prior to the Bankruptcy CodeClosing Date, and which shall be contained in the entry of normal course would be granted; provided that the relevant Court Orderfailure to obtain such -------- Governmental Actions, and the expiration, consents or waiver approvals by the Bankruptcy Court, Closing Date would not materially adversely affect the ability of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ix) the issuance of Charterer to perform its obligations under this Agreement, the Warrants and Pass Through Trust Agreement or any other Operative Document to which it is or will be a party or (iiy) the provisions of Guarantor to perform its 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 EffectGuarantee.

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 execution, delivery and performance by the Company or any of its Subsidiaries or any the Transaction Documents and the Certificates of their respective properties is required Designation, 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 C Closing Date, the Series D Closing Date and the Series E 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 issuanceapplications for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market (and with any other national securities exchange or market on which the Common Stock is then listed), sale and delivery (iv) other than, in 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 Company to effect the Series C Closing, the Series D Closing or the Series E Closing and to deliver to the Purchasers the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or to the appropriate party, the Warrants (3) the issuance and delivery 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 thatnotices and filings referred to in Schedule 2.1(f), 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 consentnotices, approval, authorization, order, registration applications or qualification of or with any Governmental Entity having jurisdiction over the Company other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of their respective properties is required for (i) (1) its Subsidiaries from, any Governmental Authority or third party in connection with the issuance execution, delivery or performance by it 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 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 thereinhereby, except for (A1) such authorization as is required by the Bankruptcy Court filings of applications and notices with, receipt of approvals or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderno objections from, and the expirationexpiration of related waiting periods, or waiver required by federal and state banking authorities, including applications and notices to the Bankruptcy CourtFederal Reserve Board under the BHC Act, to the Office 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 underThrift Supervision under HOLA, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act applications and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of notices to the New York Stock ExchangeState Banking Department or Banking Board under the NYBL, (2) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, state securities authorities, the NASD, and other self-regulatory organizations, (3) filing of the Registration Statement and Proxy Statement with the SEC, and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (4) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (C5) such other the filing with NYSE to obtain the listing authorizations contemplated by this Agreement. As of the date hereof, Parent is not aware of any reason why all necessary consents, approvals, authorizations, orders, registrations or qualifications that, if permits and other authorizations will not obtained, made or given, would not reasonably be expected, individually or received in order to permit consummation of the aggregate, to have a Material Adverse EffectMerger and the transactions contemplated hereby.

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to (i) take, authorizationor cause to be taken, orderall appropriate action, registration and do, or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, but in no event later than the End Date, (ii) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of its Subsidiaries or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding, without limitation, those in connection with the HSR Act and any other antitrust or competition Applicable Law or regulation) (1) the issuance “Required Governmental Approvals”), in connection with the authorization, 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 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 hereby, (iii) make or cause to be made the applications or filings required to be made by Parent, Merger Sub or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, which filing shall be made within ten (10) Business Days of the date hereof, any other applicable Required Governmental Approvals or any other Applicable Law in connection with the authorization, execution and thereindelivery of this Agreement and the consummation of the transactions contemplated hereby, except (iv) comply at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the transactions contemplated hereby, and (v) permit the other party to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed material written or oral communication with any Governmental Authority including all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) such authorization as is required by the Bankruptcy Court any material communication or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, filing under 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 HSR Act, any other Required Governmental Approvals or any such other Applicable Law and (ii) the provisions of the Approval Order), (B) filings required underany material communications, filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each party shall not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless, to the extent permitted by Applicable Law, it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein. To the extent permitted by Applicable Law, each party shall promptly notify the other of, and compliance if in writing, furnish the other with (other than shareholder approval requirements copies of any material communications from, with, or to any Governmental Authority in respect connection with the transactions contemplated hereby; provided however, that such materials may be redacted as necessary to address reasonable legal privilege or confidentiality concerns and/or to remove references concerning valuation of the issuance transaction. The Company shall agree if, but solely if, requested by Parent, to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Warrants)Company in furtherance of this Section 6.11; provided, however, that any such action may be conditioned upon consummation of the Merger. Notwithstanding the foregoing, Parent and the Company acknowledge that the Bureau of Competition of the Federal Trade Commission has recently begun the practice of sending a letter (a “Pre-consummation Warning Letter”) to Persons filing notifications under the HSR Act stating that although the waiting period under the HSR Act for the proposed transaction will soon expire, the applicable requirements staff of the Exchange Federal Trade Commission’s Bureau of Competition has not yet completed its non-public investigation of the proposed transaction and that if the parties close the proposed transaction before the Federal Trade Commission has completed its investigation, they do so at their own risk inasmuch as the Federal Trade Commission may challenge the proposed transaction, even after the HSR Act waiting period has expired. For the avoidance of doubt, Parent and the rules and regulations promulgated thereunder, Company agree that the Securities Act and receipt by either or both of them of a Pre-consummation Warning Letter or other verbal or written communications from the rules and regulations promulgated thereunder, and the rules staff of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations Federal Trade Commission or qualifications that, if Antitrust Division of the United States Department of Justice to the same effect shall not obtained, made or given, would constitute grounds for the assertion that a condition to closing under Article 7 has not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectbeen satisfied.

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.Effect or a material adverse effect on the ability of Seller to consummate the transactions described herein; provided, however, that none of Seller, 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 Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned). Purchaser agrees to apply for and use commercially reasonable efforts to obtain no later than the Closing the waiver, consent and approval of all Persons whose waiver, consent or approval is (i) required by Law for Purchaser’s execution and delivery of this Agreement and Purchaser’s consummation of the transactions contemplated herein, including the consents and approvals described in the first sentence of

Consents and Approvals. (a) No consentUpon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use Commercially Reasonable Efforts (unless, with respect to any action, another standard is set forth herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement to consummate and make effective, as promptly as practicable, the Transactions, including using Commercially Reasonable Efforts (i) to cause the conditions to Closing set forth in Article VII to be satisfied, (ii) to obtain all necessary actions or nonactions, waiting period expirations or terminations, waivers, consents, authorizations and approvals from Governmental Entities or other Persons necessary in connection with the consummation of the Transactions, including, with respect to the Vornado Parties, the consents listed on Section 3.5(a) of the Vornado Disclosure Letter and with respect to the JBG Parties, the consents listed on Section 4.3 of the JBG Disclosure Letter, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) to obtain an approval, authorizationwaiting period expirations or terminations or waiver from, orderor to avoid an action or proceeding by, registration or qualification of or with any Governmental Entity having jurisdiction over or other Persons necessary in connection with the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery consummation of the New WarrantsTransactions, (2iii) the issuanceto defend any lawsuits or other legal proceedings, sale and delivery of Shareswhether judicial or administrative, (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 challenging this Agreement or the Plan and performance of and compliance Transactions, including seeking to have any stay or temporary restraining order entered 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 any court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderother Governmental Entity vacated or reversed, and the expirationavoid each and every impediment under any antitrust, merger control, competition or waiver trade regulation Law that may be asserted 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 any Governmental Entity with respect to (i) the issuance of Transactions so as to enable 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 ExchangeClosing to occur as soon as reasonably possible, and (Civ) such to execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each Group shall keep the other consentsGroup reasonably apprised of the status of the matters related to the completion of the Transactions, approvalsincluding with respect to obtaining the Required Consents, authorizationsand shall afford the other Group a reasonable opportunity to participate in discussions with lenders, ordersJoint Venture Partners, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in ground lessors and other third parties with respect to the aggregate, to have a Material Adverse EffectRequired Consents.

Consents and Approvals. (a) No consentConsent, approval, authorization, orderOrder, registration or qualification of or with, or filing or notification with or to, any Governmental Entity having jurisdiction over the Company Debtors or any of its their respective 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 Debtors and, to the extent relevant, their respective Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Investor with its obligations hereunder and thereunder), except (Aa) such authorization as is required the entry by the Bankruptcy Court or of the Bankruptcy CodeBCA Approval Order authorizing the Debtors to enter into, which shall be contained in deliver and perform the BCA Approval Obligations, (b) the entry of the relevant Court Plan Solicitation Order, and (c) 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 d) filings, if any, pursuant 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 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, (e) the rules and regulations promulgated thereunder, and filing with the rules Secretary of State of the New York Stock Exchange, State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cf) such other consentsConsents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws in connection with the issuance of the Investor Shares to the Investors, if not obtained, made or given, would not reasonably the issuance of the New Warrants and the shares of New Common Stock to be expected, individually or in issued upon exercise thereof and the aggregate, issuance of the Rights and the Rights Offering Shares pursuant to have a Material Adverse Effectthe exercise of the Rights.

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.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith NASDAQ, 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 Federal Reserve Board, the OCC and the IDFPR, 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 First Midwest Disclosure Schedule or Section 4.4 of the Old National 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 Certificates of Merger and the Articles of Designations for the New Old National Preferred Stock with the Indiana Secretary pursuant to the IBCL, 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 Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) on 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 Old National 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 Old National 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, Old National 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.

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 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 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 New Common Stock as payment of the Commitment Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expected, individually or in expected to be material to the aggregate, to have Company and its Subsidiaries taken as a Material Adverse Effectwhole.

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 and except to the extent the absence of any such consent, approval, authorization, order, registration 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, 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 expiration or termination of the waiting period under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the New York Stock ExchangeCertificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State 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. 3.04.

Consents and Approvals. Except for (a) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the Georgia Department of Banking and Finance and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking authorities 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, (e) the filing with the SEC of the Joint Information Statement/Proxy Statement (or, if applicable, the Information Statement and the Proxy Statement) and the S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, and declaration of effectiveness of the S-4, (f) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary pursuant to the DGCL and the filing of the Bank Merger Certificates, (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 Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Common 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 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 Parent 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, 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), 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.

Consents and Approvals. (a) No Assuming the accuracy of the Commitment 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 the Debtors is required for (i) (1) the distribution of the Subscription Rights by the Company, the sale, issuance and delivery of the New WarrantsTotal Committed Equity Interests by the Company, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery consummation of the Warrants, (4) Rights Offering by the issuance, sale Company 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 Debtors 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 Commitment Parties as required herein) or 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, Backstop Commitment Agreement 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 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 thereunderexpiration 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 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 Total Committed Equity Interests 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.

Consents and Approvals. Other than the filing with the Securities and Exchange Commission (acollectively, the “SEC”) No of such reports under, and such other compliance with, the Securities Laws in connection with the Sale and the other transactions contemplated by this Agreement and any notices, filings or approvals under the HSR Act (collectively, the “Required Governmental Approvals”), no consent, approval, authorizationwaiver, order, authorization, application, permit, notice, filing or registration (collectively, the “Consents”) is or qualification will be required to be obtained by Seller or any of the Seller Excluded Affiliates prior to Closing from, or with to be given by Seller or any of the Seller Excluded Affiliates prior to Closing to, or made by Seller or any of the Seller Excluded Affiliates prior to Closing with, any Governmental Entity having jurisdiction over in connection with the Company execution, delivery and performance by Seller or any of its Subsidiaries the Seller Excluded Affiliates of the Transaction Agreements to which it is a party, or the consummation by Seller 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 Seller Excluded Affiliates of the transactions contemplated herein hereby and thereinthereby. No Consent is or will be required to be obtained by Seller or any of the Seller Excluded Affiliates prior to Closing from, except (A) such authorization as or to be given by Seller or any of the Seller Excluded Affiliates prior to Closing to, or to be made by Seller or any of the Seller Excluded Affiliates prior to Closing with, any Person that is required not a Governmental Entity in connection with the execution, delivery and performance by Seller or any of the Bankruptcy Court Seller Excluded Affiliates of the Transaction Agreements to which it is a party, or the Bankruptcy Code, which shall be contained in consummation by Seller and the entry Seller Excluded Affiliates of the relevant Court Order, transactions contemplated hereby 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 Effectthereby.

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 Exchangewaiting period under, the Hart- Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx, xxx xxe rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the Certificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State 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 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 applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of ANNB Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, including but not limited to the MD DLLR, and approval of such applications and notices, (1ii) the issuance and delivery filing with the SEC of the New WarrantsProxy Statement and the filing and declaration of effectiveness of the Registration Statement, (2iii) the issuance, sale filing of Articles of Merger with and delivery the acceptance for record by the Department of SharesAssessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (3iv) any notices or filings under the issuance and delivery of the WarrantsHSR Act, (4v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the issuanceapplicable provisions of federal and state securities laws relating to the regulation of broker-dealers, sale investment advisers or transfer agents and delivery the rules and regulations thereunder and of any applicable industry SRO, and the GGO Sharesrules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (5vi) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the GGO Warrants, (6) various states in connection with the issuance of New the shares of FNB Common Stock upon exercise pursuant to this Agreement and approval of the New Warrants, (7) the issuance of GGO listing such FNB Common Stock upon exercise on the NYSE, no consents or approvals of the GGO Warrants and or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company FNB 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 the consummation by FNB of the issuance Merger and the other transactions this Agreement contemplates. As of the Warrants)date of this Agreement, FNB is not aware of any reason why 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 Requisite Regulatory Approvals will not be received on a timely basis or qualifications that, if not obtained, made or given, why any Materially Burdensome Regulatory Condition would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectimposed.

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

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith NASDAQ or 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 the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the MDOB and SDDB, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking, securities or insurance regulatory authorities listed on Section 3.4 of the GWB Disclosure Schedule or Section 4.4 of the FIBK 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 Articles of Merger with the Delaware Secretary pursuant to the DGCL and the Montana Secretary pursuant to the MBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (g) if required by the HSR Act, the filing of any applications, filings or notices under the HSR Act 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 the shares of FIBK Class A Common Stock pursuant to this Agreement and the approval of the listing of such FIBK Class A Common Stock on 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 (iix) the execution and delivery by the Company FIBK of this Agreement or (y) the Plan and performance of and compliance consummation by the Company with all FIBK of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, to the knowledge of FIBK, there is no reason why the necessary regulatory approvals and consents will not be received by FIBK to permit 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, Merger 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.

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.

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.

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, does not have, and would not reasonably be expected to have a have, 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) 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.

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 EffectEffect on Dex, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Dex and the Merger Subs of this Agreement and (B) the consummation by Dex and the Merger Subs of the Mergers and the other transactions 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.

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 EffectEffect (each, a “Non-Applicable Consent”). Notwithstanding any of 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 material Subsidiaries or any other Debtors.

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to cause the fulfillment of all conditions to the Merger and to consummate and make effective the Merger as promptly as practicable; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, clearances, approvals, waiting period terminations, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of their respective Subsidiaries, in connection with the authorization, orderexecution and delivery of this Agreement and the consummation of the Merger; (iii) make or cause to be made the applications or filings required to be made by Parent, registration Merger Sub or qualification the Company or any of their respective Subsidiaries under or with respect to the HSR Act or any other applicable antitrust Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, and pay any fees due in connection with such applications or filings, as promptly as is reasonably practicable, and in any event within five (5) Business Days, with respect to applications or filings under the HSR Act, and within ten (10) Business Days, with respect to applications or filings under any other applicable antitrust Laws, after the date hereof or sooner if required by Law; (iv) comply promptly with any request under or with respect to the HSR Act and any other applicable antitrust Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity having jurisdiction over in connection with such applications or filings or the Merger; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the Merger under the HSR Act or any other applicable antitrust Laws. Notwithstanding anything to the contrary, neither Parent nor Merger Sub (nor any of their respective Affiliates) shall have any obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the Company or any of its Subsidiaries); or (B) otherwise take or commit to take any actions that would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of their respective properties its affiliates, unless such requirement, condition, understanding, agreement or order is required for binding on the Company only in the event that the Closing occurs. Each of the Company and Parent shall promptly inform the other of any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to participate in any meeting or conference call with any Governmental Entity in respect to any such filings, investigations or other inquiry, then such party shall (i) (1) permit the issuance other to review and delivery discuss in advance, and consider in good faith the views of the New Warrantsother in connection with, (2) the issuanceany proposed written or material oral communication with such Governmental Entity, 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) give the execution other party reasonable prior notice of such meeting or conference call and delivery (iii) invite Representatives of the other party to participate in the meeting or conference call with the Governmental Entity unless prohibited by such Governmental Entity. Neither Parent nor the Company shall consent to any voluntary extension of this Agreement any statutory deadline or the Plan and performance waiting period or to any voluntary delay 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 this Agreement at the Bankruptcy Court or behest of any Governmental Entity without the Bankruptcy Codeconsent of the other party, which consent shall not be contained in the entry of the relevant Court Order, and the expiration, unreasonably withheld 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 Effectdelayed.

Consents and Approvals. (a) No Prior to the Closing, each of Parent and the Company will use, and will cause their respective Subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Merger and the other transactions contemplated by this Agreement, including (i) determining all necessary filings, notices, petitions, clearances, statements, registrations, submissions of information, applications and other documents to consummate the Merger and the other transactions contemplated by this Agreement (including from Governmental Authorities or third parties), (ii) preparing and filing as promptly as practicable all documentation to effect such filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) the satisfaction of the conditions to consummating the transactions contemplated by this Agreement, (iv) taking actions necessary to obtain (and to cooperate with each other in obtaining) any consent, approval, authorization, orderOrder or approval of, registration or qualification of any exemption by, any Governmental Authority (which actions will include furnishing all information required under the HSR Act and other applicable Competition Laws and Foreign Investment Laws and in connection with (A) obtaining such approvals, authorizations, clearances, consents or exemptions under the HSR Act and such other applicable Competition Laws and Foreign Investment Laws for the jurisdictions set forth in Section 7.1(b) (collectively, “Antitrust Approvals”) or (B) filings with any Governmental Entity having jurisdiction over Authority) required to be obtained or made by Parent, Merger Sub, the Company or any of its their respective Subsidiaries or Affiliates in connection with the transactions contemplated by this Agreement or the taking of any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrantsaction contemplated by this Agreement, (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 (iiv) 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 any additional instruments necessary to consummate the transactions contemplated herein by this Agreement and thereinto fully carry out the purposes of this Agreement. Prior to the Closing, 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 OrderCompany will use, and will cause the expirationCompany Subsidiaries to use, 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 reasonable best efforts to cooperate with respect Parent to obtain consents and waivers required from parties to Company Contracts that have not been obtained; provided that (i) the issuance none of the Warrants Company or the Company Subsidiaries will be required to make any payments, incur any liability or obligation, or offer or grant any accommodation (financial or otherwise) to any such third party in connection with obtaining any such consent or waiver and (ii) in no event will the provisions failure to obtain any such consent or waiver in and of itself be a condition to any of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect obligations of Parent or the issuance of Merger Sub to effect 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 EffectClosing.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith 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 approval or qualification regulatory waiver 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, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices listed on Section 3.4 of the TCF Disclosure Schedule or Section 4.4 of the Huntington Disclosure Schedule and approval or non-objection, as applicable, 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 declaration of effectiveness of the S-4, (f) the filing of the Certificate of Merger with the Michigan Department pursuant to the MBCA, the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (g) the filing with, and acceptance for record by, the Maryland Department of the Huntington Charter Amendment and Articles Supplementary for the New Huntington Preferred Stock, 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 the shares of Huntington Common Stock and the New Huntington Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Huntington Common Stock and New Huntington Preferred Stock (or depositary shares in respect thereof) 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 Huntington 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 Huntington 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, Huntington 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.

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, Parent shall, and shall cause each Seller to, use all reasonable best efforts to obtain all consents, approvals, certificates and other documents 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, including all consents and approvals set forth on Schedule 5.3 (and Purchaser shall cooperate with Sellers and Parent in obtaining all such consents, approvals, certificates and other documents); provided, that no contact will be made by any Subject Entity (or any Representative thereof) with any third party to obtain any such consent or approval except in accordance with a plan previously agreed to in writing by Purchaser. Parent shall promptly make or cause to be made all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing by or on behalf of any Subject Entity, or any of their respective Affiliates pursuant to any applicable Law or Contract in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including all filings, applications, statements and reports set forth on Schedule 5.3 (A) and Purchaser shall cooperate with Sellers and Parent in making all such authorization as is required by the Bankruptcy Court or the Bankruptcy Codefilings, which applications, statements and reports). Parent shall be contained obligated to pay any and all fees and other payments that are required in the entry of the relevant Court Order, and the expiration, order to obtain 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 make (i) the issuance of the Warrants all consents, approvals, certificates and other documents and (ii) all filings, applications, statements and reports, in the provisions case of each of clauses (i) and (ii), that are required to be obtained or made by Sellers or Parent in connection with the performance of this Agreement and the Related Agreements and the consummation of the Approval Ordertransactions contemplated hereby and thereby. In furtherance and not in limitation of this Section 7.4(a), (B) each party hereto agrees to make the appropriate HSR Act filings and filings with the European Commission or other relevant jurisdiction for regulatory or governmental clearance or approval required underprior to Closing under any competition, antitrust, control or other similar Law. Notwithstanding the preceding sentences, the parties hereto agree and compliance with (other than shareholder approval requirements in respect acknowledge that Purchaser is responsible for payment of the issuance of filing fees required by the Warrants)HSR Act or by the European Commission or other jurisdiction under any competition, antitrust, control or similar Law in connection with the applicable requirements of the Exchange Act filings to be made by Purchaser and the rules and regulations promulgated Sellers 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(y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Unsubscribed Shares by the Investors, if not obtainedthe issuance of the Exchange Shares to holders of outstanding Notes, made or giventhe distribution of the Rights and the sale of the Offered Shares to Holders, would not reasonably be expectedor (z) pursuant to the rules of The Nasdaq Stock Market, individually or including the approval of the Company’s stockholders of the issuance and sale of the Offered Shares in the aggregateRights Offering, the issuance and sale of the Unsubscribed Shares to have a Material Adverse Effectthe Investors pursuant to the terms hereof, and the issuance of the Exchange Shares (including the Investor Exchange Shares) to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, “Stockholder Approval”).

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.

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.

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 NCCOB 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 FINRA and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state regulatory authorities listed on Section 3.4 of the CIT Disclosure Schedule or Section 4.4 of the BancShares Disclosure Schedule and approval of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with Nasdaq, (f) the filing by BancShares 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, (g) the filing of the DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Second Step NC Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA, the filing of the Second Step DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Certificate of Designations for the New BancShares Preferred Stock with the Delaware Secretary, (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 the shares of BancShares Class A Common Stock and New BancShares Preferred Stock pursuant to this Agreement and the approval of the listing of such BancShares Class A Common Stock and New BancShares Series C Preferred Stock on Nasdaq, and (i) such filings as may be required in connection with BancShares assuming the Senior and Subordinated Notes and CIT’s covenants, agreements, and obligations under and relating to the 2012 Indenture and 2018 Indenture, if any, in each case subject to the terms and conditions of the 2012 Indenture and 2018 Indenture, as applicable, 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 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 BancShares Parties of this Agreement or the Plan and execution, delivery, or performance of and compliance by the Company with all FCB 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 expirationBank Merger Agreement, 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 the BancShares Parties of the Approval OrderMerger and the Second Step Merger and the other transactions contemplated hereby (including the Bank Merger). No BancShares Party is aware of any reason why the necessary regulatory approvals and consents will not be received by the applicable BancShares Party to permit consummation of the Merger, (B) filings required underthe Second Step Merger, 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.

Consents and Approvals. (a) No consentEach of Parent, approvalMerger Sub and the Company shall use its commercially reasonable efforts to (i) take, authorizationor cause to be taken, orderall appropriate action, registration and do, or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law or otherwise to consummate and make effective the Transactions as promptly as practicable, but in no event later than the End Date, (ii) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances, approvals, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of its Subsidiaries or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding those in connection with the HSR Act and any other Antitrust Laws, Applicable Law, or regulation) (1) the issuance “Required Governmental Approvals”), in connection with the authorization, 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 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 thereinTransactions, except (Aiii) such authorization as is required by the Bankruptcy Court make or the Bankruptcy Code, which shall cause to be contained in the entry made within ten (10) Business Days of the relevant Court Orderdate of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and as promptly as practicable make the expirationappropriate applications or filings required to be made by each party with any other Governmental Authority to obtain any other applicable Required Governmental Approvals (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, or waiver by the Bankruptcy Courtif available, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (iany such other Antitrust Laws or Applicable Laws) in connection with the issuance authorization, execution and delivery of this Agreement and the consummation of the Warrants and (ii) the provisions of the Approval Order)Transactions, (Biv) comply at the earliest reasonably practicable date with any reasonable requests for information, documents, other materials, or witnesses for interviews or depositions (or the like) by any Governmental Authority in connection with such applications or filings required under, and compliance with (other than shareholder approval requirements in respect of or 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 ExchangeTransactions, and (Cv) cooperate fully with each other in connection with the making of all such filing, responses or submissions, including consulting with the other consentsparties to this Agreement with respect to and providing any necessary information and assistance as the other parties may reasonably request with respect to any filings, approvalsresponses, authorizationsor submissions. Parent and the Company shall not (1) elect or agree to extend any waiting period (e.g., orderspull and refile) under the HSR Act or any other Antitrust Laws without the prior written consent of the other party (such consent not to be unreasonably withheld, registrations conditioned or qualifications thatdelayed, if or (2) enter into any agreement (e.g., timing agreement) with any Governmental Authority not obtainedto consummate the Transactions, made without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned, or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectdelayed).

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 EffectEffect on Parent, (y) the valid approval of the Prize Proposal (including the issuance of the Parent Common Stock in the Merger) by the stockholders of Parent, and (z) any consent, approval or waiver required by the terms 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 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. Part 2.3 of the 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 (ii) each Consent (other than an Advisers Act Consent) required to prevent or waive any put right, right of redemption, termination of the investment period, termination of the fund or default materially adverse to the Acquired Companies pursuant to any Fund Document (each such Consent, an “Investor Waiver”), in the case of each of clauses “(i)” 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 its obligations hereunder and thereunder (including the consummation of the Merger), in each case, other than any Consent which if not obtained would not, individually or in the aggregate, reasonably be expected 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, 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.

Consents and Approvals. (a) No The execution and delivery of ---------------------- this Agreement and the other MLP Documents by MLP do not, and the performance of this Agreement and the other MLP Documents by MLP will not, require any consent, approvalapproval or authorization of, authorizationor declaration or filing with, orderor notification to, registration or qualification of or with any Governmental Entity having jurisdiction over in connection with the Company execution and delivery of this Agreement or any of its Subsidiaries the other MLP Documents by MLP or any the consummation by MLP of their respective properties is required the transactions contemplated hereby and thereby, except for (i) (1) the issuance filing of premerger notification and delivery of report forms under the New WarrantsHSR Act with respect to the Merger, (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 such reports under the Exchange Act, as may be required in connection with this Agreement or the Plan other MLP Documents and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Aiii) 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, Certificate of Merger with the Delaware Secretary of State and the expiration, or waiver by appropriate notification documentation with the Bankruptcy Court, relevant authorities of the 14-day period set forth other states in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect which MLP is qualified to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)do business, (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 (Civ) such other consents, approvals, authorizations, ordersfilings or notices as are set forth in Section 3.3 of the Disclosure Schedule, registrations (v) any applicable filings under state anti-takeover laws and (vi) any other filings, authorizations, consents or qualifications thatapprovals the failure to make or obtain which, if not obtained, made or givenin the aggregate, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. No general or limited partner of MLP has or will have any appraisal or dissenters rights pursuant to Section 17-212 of the Delaware RULPA, the Partnership Agreement or otherwise as a result of the execution and delivery of this Agreement by MLP or any of the GP Entities or the consummation of the Merger.

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, orderthe Parent Options described in Section 3.3 and the Parent Warrants described in Section 3.4 (together with any amendments or supplements thereto, registration the “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, (c) 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 Parent Common Stock pursuant to this Agreement, the Parent Options described in Section 3.3 and the Parent Warrants described in Section 3.4, (d) the filing of applications for the authorization of quotation on Nasdaq or such other national exchange on which the Parent Common Stock is quoted or listed at the Effective Time of the Parent Common Stock issuable under this Agreement, or pursuant to the exercise of the Parent Options described in Section 3.3 and the Parent Warrants described in Section 3.4, and such other filings as may be required under the rules and regulations of Nasdaq or other exchange, (e) the approval of this Agreement and the Merger by the requisite vote of the stockholders of the Company, (f) the approval of the Charter Amendment by the requisite vote of the holders of the Company Preferred Stock and of the holders of the Company Preferred Stock and Company Common Stock voting together, (g) 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 Company or any Parent Disclosure Schedule, (h) the filing of its Subsidiaries or any the Certificate of their respective properties is required for Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (i) consents and approvals previously obtained, (1j) the issuance such filings, consents and delivery approvals in respect of the New Warrants, Company Permits (2without giving effect to the materiality qualifier contained in the definition thereof) 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 as are required by applicable law and (8) k) such other filings the issuance failure of Common Stock upon exercise which to make would not have a Material Adverse Effect on Parent, no consents or approvals of the Warrants and or filings or registrations with any Governmental Entity or third party are necessary in connection with (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 Parent’s knowledge, there is no reason, relating to Parent and thereinits Subsidiaries, except (A) the operation of their businesses or the terms of this Agreement, why the receipt of any such authorization as is required consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Company 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 EffectParent.

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 the 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 PFTS 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 Rights Offering or the sale or issuance of Investor Shares to the Investor, (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 Investor 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.

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 Hxxx-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(y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Unsubscribed Shares by the Investors, if not obtainedthe issuance of the Exchange Shares to holders of outstanding Notes, made or giventhe distribution of the Rights and the sale of the Offered Shares to Holders, would not reasonably be expectedor (z) pursuant to the rules of The Nasdaq Stock Market, individually or including the approval of the Company’s stockholders of the issuance and sale of the Offered Shares in the aggregateRights Offering, the issuance and sale of the Unsubscribed Shares to have a Material Adverse Effectthe Investors pursuant to the terms hereof, and the issuance of the Exchange Shares (including the Investor Exchange Shares) to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, “Stockholder Approval”).

Consents and Approvals. (a) No consentThe Contributors of any Property hereunder shall have no obligation to close the transactions contemplated hereby with respect to such Property unless all of the consents and approvals listed in SCHEDULE 6.1A.1 shall have been obtained, approvalexcept that none of the consents of any owners of Interests in any Constituent Partnership or Contributor shall constitute a condition of any Constituent Party's obligation to close the transactions hereunder, authorizationirrespective of whether such consent may be listed in SCHEDULE 6.1A.1. In that connection, 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 Contributor of the New WarrantsProperty commonly known as Mobile Festival Centre hereby agrees to use good faith efforts to purchase the Interests in such Property owned by 698813 Alberta Ltd. ("Alberta") at a price which is reasonably acceptable to such Contributor, (2) and the issuanceOperating Partnership agrees to negotiate in good faith with such Contributor as to a monetary contribution by the Operating Partnership up to $200,000 toward the acquisition by such Contributor of such Interests. In the event such Contributor is unable to purchase the Interests of Alberta, sale upon the request of Xxxxx Xxxxxxx made by written notice to FAC and delivery of Sharesthe Operating Partnership, (3) the issuance and delivery principals of the WarrantsContributor of Mobile Festival Centre (other than Alberta) may elect to transfer to the Operating Partnership their Interests in Konover Mobile Centre Festival Limited Partnership ("KMFCLP"), rather than the Property, provided that (4i) FAC and the issuanceOperating Partnership have consented thereto, sale and delivery which consent shall be conditioned upon the agreement of such Contributors of the GGO SharesInterests in KMFCLP (other than Alberta) jointly and severally to hold harmless the Operating Partnership and FAC from any and all cost, expenses and liability (5including tax liability) occasioned by the issuance fact that the transfer consists of Interests in KMFCLP rather than of title to the Property, including any additional representations, warranties, covenants and delivery of Closing deliveries reasonably requested by FAC and the GGO WarrantsOperating Partnership 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 Allocated Property Value and delivery by the Company related amounts of this Agreement or the Plan cash and performance units paid, issued and withheld are adjusted proportionately and Closing prorations are appropriately adjusted and (iii) each Contributor 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 Interests in KMFCLP shall be required to (A) make customary representations and warranties as to 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, Constituent Partnership 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 underprovide at the Contributors' sole expense financial statements for KMFCLP audited by a certified public accountant and reasonably satisfactory to FAC and the Operating Partnership covering fiscal years 1995, 1996 and compliance with (other than shareholder approval requirements 1997. In the event of such transfer of Interests in respect of the issuance of the Warrants)KMFCLP, the applicable requirements principals of the Exchange Act KMFCLP contributing their Interests in KMFCLP shall be Contributors hereunder 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 KMFCLP shall be expected, individually or in the aggregate, to have a Material Adverse EffectConstituent Partnership.

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to (i) take, authorizationor cause to be taken, orderall appropriate action, registration and do, or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, but in no event later than the End Date, (ii) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of its Subsidiaries or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding, without limitation, those in connection with the HSR Act and any other antitrust or competition Applicable Law or regulation) (1) the issuance “Required Governmental Approvals”), in connection with the authorization, 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 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 hereby, (iii) make or cause to be made the applications or filings required to be made by Parent, Merger Sub or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, which filing shall be made within ten Business Days of the date hereof, any other applicable Required Governmental Approvals or any other Applicable Law in connection with the authorization, execution and thereindelivery of this Agreement and the consummation of the transactions contemplated hereby, except (iv) comply at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the transactions contemplated hereby, and (v) permit the other party to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed material written or oral communication with any Governmental Authority including all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) such authorization as is required by the Bankruptcy Court any material communication or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, filing under 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 HSR Act, any other Required Governmental Approvals or any such other Applicable Law and (ii) the provisions of the Approval Order), (B) filings required underany material communications, filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each party shall not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless, to the extent permitted by Applicable Law, it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein. To the extent permitted by Applicable Law, each party shall promptly notify the other of, and compliance if in writing, furnish the other with (other than shareholder approval requirements copies of any material communications from, with, or to any Governmental Authority in respect connection with the transactions contemplated hereby; provided however, that such materials may be shared only among outside counsel or may be redacted as necessary to address reasonable legal privilege or confidentiality concerns and/or to remove references concerning valuation of the issuance transaction or to avoid disclosure 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 Effectcompetitively sensitive information.

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 Sponsorany Backstop Party 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 theany consents, approvals or expiration or termination of theany waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ithe “HSR Act”), and any other comparableany antitrust laws or regulations in any foreign jurisdiction relating to the sale or issuance of Shares or shares of New Common Stock to the Plan Sponsorany Backstop Party, if applicable, (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.

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.

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.

Consents and Approvals. Except for (a) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith Nasdaq, registration (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the OCC and the DFI and the approval of such applications, filings and notices, (c) the filing of any required applications, filings or qualification notices with any other banking or other regulatory authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and the approval of such applications, filings and notices, (d) the filing of any applications, filings or notices under the HSR Act, if required, (e) the filing with the SEC of the Proxy Statement and the S-4, and declaration of effectiveness of the S-4, (f) the filing of the Articles of Merger with the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, and the filing of the Bank Merger Certificates, (g) if the Preferred Stockholder Matter is approved by the holders of the Company Preferred Stock, the filing with the Ohio Secretary of State of such amendments to the Parent Articles as are required to fix the terms of the New Parent Preferred Stock substantially in the form set forth in Exhibit A (such amendment, the “Parent Charter Amendment”) 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 the shares of Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) on 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 Parent and Intermediary 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 Parent and Intermediary of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, neither Parent nor Intermediary is aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis. No vote or other approval of the shareholders or any other securityholders of Parent is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereof (B) filings required under, and compliance with (other than shareholder approval requirements in respect of including the issuance of Parent Common Stock and New Parent Preferred Stock) in accordance with the Warrants)terms hereof, whether by reason of applicable law, the applicable organizational documents of Parent, the rules or requirements of the Exchange Act and the rules and regulations promulgated thereunderany exchange, the Securities Act and the rules and regulations promulgated thereunder, and the rules or otherwise. Table 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.Contents

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 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 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, the issuance of New Common Stock and New Preferred Stock, as applicable, in satisfaction of OpCo Term Loan Claims and BrandCo Second Lien Guaranty Claims pursuant to the 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.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the any Company Party, New Parent, or any of its Subsidiaries New Intermediate Holding Company 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 any Company Party, New Parent, or New Intermediate Holding Company of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the any Company Party, New Parent, or New Intermediate Holding Company 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 Invacare and the other Debtors to execute and deliver this Agreement and perform its obligations hereunder, (b) the entry of the Confirmation Order authorizing Invacare 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 state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Backstop Parties, the issuance of the Backstop Party Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Backstop Party Rights, the issuance of New Common Equity and New Convertible Preferred Equity, as applicable, in satisfaction of Unsecured Notes Claims and General Unsecured Claims pursuant to the Plan and the issuance of New Common Equity 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.

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 respect to any Governmental Entity having jurisdiction over the Parent 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) 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 or Prize; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of State of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as applicable (except with respect Delaware pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings required under, and compliance the filing with (other than shareholder approval requirements in respect the SEC of the issuance 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 thereunderof the SEC thereunder as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (d) the filing with the AMEX of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger, upon conversion of the Parent Preferred Stock, and upon exercise of the Prize Stock Options, and the rules obtaining from the AMEX of its approval thereof; and (e) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws. No Third-Party Consent is required by or with respect to any of the New York Stock ExchangeParent Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions 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 EffectEffect on Parent or Prize, (y) the valid approval of the Prize Proposal by the stockholders of Parent, and (z) any consent, approval or waiver required by the terms of the Parent Bank Credit Agreement.

Consents and Approvals. None of the Seller, any Newbury Fund or any Newbury Fund Upper-Tier Entity is required to obtain any (a) No consent, approval, authorization, order, registration Governmental Approval or qualification of or (b) Consent 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 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 any other Transaction Document to which it is a party or the consummation of the transactions contemplated herein and thereinhereby or thereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry for applicable requirements of the relevant Court OrderHSR Act, (ii) for compliance with any applicable securities Laws, and the expiration, or waiver by the Bankruptcy Court, (iii) as otherwise set forth on Schedule 3.04 of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Disclosure Letter. Schedule 3.04 of the Confirmation OrderDisclosure Letter contains a true, as correct and complete description of (x) each Consent required from the Investors (or advisory board or similar body of Investors authorized to provide such Consent in accordance with the applicable Newbury Fund’s Organizational Documents) (except including the threshold number or percentage in interests of such Investors) with respect to each Newbury Fund necessary in connection with the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (the “Fund Consents”), including for purposes of approving any “assignment” (within the meaning of the Advisers Act) of any Advisory Agreement, and (y) each Consent required from the Fund Lenders in accordance with the each of the NEP III Fund Credit Facility Agreement, NEP IV Fund Credit Facility Agreement and NEP V Fund Credit Facility Agreement, in each case, in connection with the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (the “Fund Lender Consents”). If the Fund Consents, the Fund Lender Consents and the Consents set forth on Schedule 3.04 of the Disclosure Letter are obtained, then neither the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Seller, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the giving of notice, the lapse of time, or both, violate or result in a breach or default under (i) the issuance Organizational Documents of the Warrants and Seller, (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)any material respect, the Organizational Documents of any Newbury Fund Upper-Tier Entity or the Fund Documents of any Newbury Fund or (iii) the applicable requirements Fund Credit Facility Agreements with respect to each of the Exchange Act NEP III, NEP IV 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.NEP V.

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 approval of the Merger and the Association Merger by the OTS, (1ii) approval of the listing of the Parent Capital Stock to be issued in the Merger on Nasdaq, (iii) the issuance filing with the Securities and delivery Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement") and the filing and declaration of effectiveness of the New Warrantsregistration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus and any filings or approvals under applicable state securities laws, (2iv) the issuance, sale filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL and delivery the filing of Sharesthe Preferred Stock Articles of Amendment with the Washington Secretary, (3v) the issuance and delivery adoption of the Warrants, agreement of merger (4) within the issuance, sale and delivery meaning of Section 251 of the GGO Shares, (5DGCL) contained in this Agreement by the issuance and delivery requisite votes of the GGO Warrants, (6) stockholders of Subject Company and the issuance of New the shares of Parent Common Stock upon exercise in the Merger by the stockholders of Parent, (vi) the consents and approvals set forth in Section 3.4 of the New WarrantsSubject Company Disclosure Schedule, and (7vii) the issuance consents and approvals of GGO Common Stock upon exercise third parties which are not Governmental Entities (as defined below), the failure of the GGO Warrants which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and each a "Governmental Entity") or with any third party are necessary in connection with (iiA) the execution and delivery by the Subject 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 the consummation by Subject Company 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 a Material Adverse Effect.transactions contemplated hereby. 3.5

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.

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.

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 approval of the Merger and the Association Merger by the OTS, (1ii) approval of the listing of the Parent Capital Stock to be issued in the Merger on Nasdaq, (iii) the issuance and delivery filing with the SEC of the New WarrantsJoint Proxy Statement and the filing and declaration of effectiveness of the S-4 and any filings or approvals under applicable state securities laws, (2iv) the issuance, sale filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL and delivery the filing of Sharesthe Preferred Stock Articles of Amendment with the Washington Secretary, (3v) the issuance and delivery adoption of the Warrants, agreement of merger (4) within the issuance, sale and delivery meaning of Section 251 of the GGO Shares, (5DGCL) contained in this Agreement by the issuance and delivery requisite votes of the GGO Warrants, (6) stockholders of Subject Company and the approval of the issuance of New the shares of Parent Common Stock upon exercise in the Merger by the stockholders of Parent as required by Nasdaq, (vi) the consents and approvals set forth in Section 4.4 of the New WarrantsParent Disclosure Schedule, and (7vii) the issuance consents and approvals of GGO Common Stock upon exercise third parties which are not Governmental Entities, the failure of the GGO Warrants which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are necessary in connection with (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 and (B) the Plan consummation by Parent and performance of and compliance by the Company with all Merger Sub of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein hereby. 4.5 Reports. Parent and thereineach of its Subsidiaries have timely filed all material reports, except (A) such authorization as is registrations and statements, together with any amendments required by the Bankruptcy Court or the Bankruptcy Codeto be made with respect thereto, which shall be contained in the entry of the relevant Court Orderthat they were required to file since January 1, 1994 with any Governmental Entities, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period have paid all fees and assessments due and payable in connection therewith. Except as set forth in Bankruptcy Rule 3020(e) following entry Section 4.5 of the Confirmation OrderParent Disclosure Schedule and except for normal examinations conducted by a Governmental Entity in the regular course of the business of Parent and its Subsidiaries, as applicable (except no Governmental Entity has initiated any proceeding or, to the best knowledge of Parent, investigation into the business or operations of Parent or any of its Subsidiaries since January 1, 1994. There is no material unresolved violation, criticism, or exception by any Government Entity with respect to (i) the issuance any report or statement relating to any examinations of the Warrants and (ii) the provisions Parent or any 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.its Subsidiaries. 4.6

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.

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 Other than (i) (1) the issuance and delivery of the New WarrantsBank Act Approval, (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 Competition Act Approval, (iii) the Mutual Fund and delivery Securities Regulatory Approvals, (iv) the approval of the Dutch Central Bank (De Nederlandsche Bank), (v) the approval, to the extent required, of the Superintendent of Financial Institutions (Canada) in respect of, inter alia, the redemption of the Bank’s Subordinated Notes and transfers or use of agreed Intellectual Property Rights and other assets by the Company Bank to the applicable Seller in connection with the Share Sale (the “Bank OSFI Approval”) and (vi) such other Consents, authorizations, filings, approvals and registrations which if not obtained or made would not, individually or in the aggregate, be material to the Sellers and their Affiliates taken as a whole (the approvals and consents in clauses (ii) through (vi), collectively, the “Seller Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary on the part of the Sellers or the Target Companies in connection with the Sellers’ execution, delivery 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 either Seller is a party, and the consummation of the transactions contemplated herein hereby or thereby. A detailed list of the Consents, authorizations, filings and thereinapprovals referred to in clause (vi) of the definition of the term “Seller Regulatory Consents”, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Sellers and their respective Subsidiaries as of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, date hereof is disclosed in Section 5.02(f) of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Seller Disclosure Schedule. As of the Confirmation Orderdate of this Agreement, as applicable (except neither the Sellers nor any of their respective Affiliates has received any indication from any Governmental Authority that such Governmental Authority would oppose or refuse to grant or issue its consent or approval, if required, with respect to (i) the issuance transactions contemplated hereby and by the Ancillary Agreements or has knowledge of any reason why all necessary Seller Regulatory Consents would not be received in order to permit consummation of the Warrants transactions contemplated hereby and (ii) by 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 Ancillary Agreements on a Material Adverse Effecttimely basis.

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 subsidiaries, or any of their respective properties party to any Material Contract, is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery Rights Offering Shares upon exercise of the WarrantsSubscription Rights, (4) the issuance, sale and delivery of the GGO Shares, (5) Backstop Shares or the issuance and delivery of the GGO Warrants, (6) the issuance shares of New Common Stock upon exercise Equity pursuant to the Backstop Equity Premium, the consummation of the New Warrants, (7) Rights Offering by the issuance of GGO Common Stock upon exercise of the GGO Warrants Reorganized 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 or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Expense Reimbursement 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 Approval 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)filings, if any, (Bx) filings required underpursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)as amended, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (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 transactions contemplated by this Agreement, (y) pursuant to any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), the Securities and Exchange Act of 1934, as amended, and the rules of and regulations promulgated thereunder (the New York Stock Exchange“Exchange Act”), and any other applicable U.S. state or federal securities laws, (Ciii) the filing of any other documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, (iv) 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 Shares, the Backstop Shares and the Backstop Equity Premium, and (v) such consents, approvals, authorizations, registrations or qualifications thatthe absence of which have not had, if not obtained, made or given, and would not reasonably be expectedexpected to result in, individually or in the aggregate, to have a Material Adverse Effect.

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 Acquiror, the transactions contemplated hereby and thereby or the performance of its obligations hereunder and thereunder, except for those consents, waivers, approvals, Orders, permits, 28 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, registrations, declarations, payments or filings which a failure to obtain or make would not have an Acquiror Adverse Effect. (b) Schedule 7.03(b) of the Acquiror Disclosure Schedule sets forth a complete and accurate list (the “Acquiror Third Party Consents”) of all consents, waivers, approvals, or authorizations of, or notices to, any Person (other than a Governmental or Regulatory Authority) that are required by or with respect to the Acquiror in connection with the execution and delivery of this Agreement, the Supply Agreement or and the Plan and performance of and compliance Related Agreements by the Company with all of the provisions hereof and thereof and Acquirer, the consummation of 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, 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. Section 7.04.

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 or respect to any of its Subsidiaries the Lima Companies 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 Lima and Merger Sub or the Plan consummation by Lima 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 Lima; (b) the filing of the relevant Court Order, Certificates of Merger with the respective Secretaries of State of Delaware 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 Oklahoma pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL and the OGCA; (Bc) filings required under, the filing of a pre-merger notification report by Lima 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 the NYSE of a listing application relating to the shares of Lima Common Stock and Lima Depositary Shares to be issued pursuant to the Merger and the obtaining from the NYSE 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 any of the New York Stock ExchangeLima Companies, including Merger Sub, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, 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 EffectEffect on Lima, and (y) the valid approval of this Agreement and the Merger by the stockholders of Lima.

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 Sponsors hereunder and the consummation of the GGO Warrants and (8) Rights Offering by the issuance of Common Stock upon exercise Company, the consummation of the Warrants Initial Sponsor Share Purchase 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 Sponsors, (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.

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 the other Loan Documents (including waiver of the conditions specified in the Loan Documents for any Advance or disbursement to the Borrower), or agreement with Borrower to forbear from exercising any material rights or remedies under the Credit Agreement or other Loan Documents. (b) Each of their respective properties is required for the following shall require the written approval or consent of all of the Lenders: (i) Change in the terms of this Agreement; (1ii) the issuance and delivery Extension of the New WarrantsMaturity Date (beyond any extension required under the Loan Documents), (2) the issuance, sale and delivery any fixed payment date or amortization period 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 or any other amendment of the GGO WarrantsCredit 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; (6iii) Increase in the issuance of New Common Stock upon exercise amount of the New WarrantsLoan 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, (7) including any change in the issuance of GGO Common Stock upon exercise "release price" for which portions of the GGO Warrants and Collateral will be released (8) except in any circumstance as required under the issuance of Common Stock upon exercise of Loan Documents, including but not limited to, Borrower's request to remove a Loan Note from the Warrants Advance Formula or Sublimit Formula). 34 (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 execution and delivery Required Lenders with respect to any actions or approvals that, by the Company terms of this Agreement and the Loan Documents, Agent is permitted or the Plan required to take or to grant without instructions or consent from any Lenders, and performance of if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and compliance by the Company with all shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the provisions hereof and thereof and Loan Documents until it shall have received such instructions from 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.Required Lenders. Section 8.4

Consents and Approvals. (a) No consentExcept for (i) the filing of an application by HSBC with the Banking Department requesting approval to organize Trust Company under the NYBL, approvaland approval of such application, authorization(ii) the filing of an application by HSBC Holdings plc, orderthe ultimate parent of HSBC, registration with the Banking Department requesting approval under Section 142 of the NYBL to become a bank holding company upon the organization of Trust Company; and approval of such application, (iii) the filing with the Supreme Court of the Section 154 Petition and the issuance by the Supreme Court of the Section 154 Order, and (iv) filing of a notice with the OCC with respect to the establishment of Trust Company as an operating subsidiary of HSBC and the OCC’s consent thereto, no consents, permits, approvals, authorizations or qualification orders of or filings or registrations with any Governmental Entity having jurisdiction over the or with any third party (including, without limitation, any party to any Governing Agreement) are required to be obtained or made by or on behalf of HSBC or Trust Company or any of its Subsidiaries or any of their respective properties is required for (i) 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 HSBC and Trust Company of this Agreement and (2) the consummation by HSBC or Trust Company of the Plan Merger and performance of and compliance the other transactions contemplated hereby (including without limitation the succession by the Trust Company with to all of the provisions hereof rights and thereof obligations of HSBC as fiduciary with respect to the Non-objecting Trust Accounts). (b) As of the date hereof, HSBC is not aware of any reasons relating to HSBC or Trust Company why all consents and approvals (including the approval of the Banking Department with respect to the organization of the Trust Company, the entry by the Supreme Court of the Section 154 Order and the consent of the OCC with respect to the establishment of the Trust Company as an operating subsidiary) will not be procured from all Governmental Entities having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the Merger and the other transactions contemplated herein and therein, except by this Agreement (A) such authorization as is required including without limitation the succession by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Trust Company to all of the relevant Court Order, rights and the expiration, or waiver by the Bankruptcy Court, obligations of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, HSBC as applicable (except fiduciary with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval OrderNon-objecting Trust Accounts), (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.. 3.7

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 or respect to 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) Tide West Companies in connection with the execution and delivery by the Company of this Agreement by Tide West or the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof and the consummation Tide West 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 Tide West; (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 applicable (except with respect Delaware pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings required under, the filing of a pre-merger notification report by Tide West 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 Proxy Statement/Prospectus 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) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (f) 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 any of the New York Stock ExchangeTide West Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and except for (Cw) 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 EffectEffect on Tide West, (x) the valid approval of the Tide West Proposal by the stockholders of Tide West, (y) any consent, approval or waiver required by the terms of either Bank Credit Agreement, and (z) any consent, approval or waiver required by the terms of any Tide West Guaranty disclosed on the DISCLOSURE SCHEDULE.

Consents and Approvals. Except for (ai) No consentthe regulatory approvals required for the completion of the Conversion, approvalas described in the Plan of Conversion, authorization(ii) the filing by Newco with the SEC of the Merger Registration Statement and the declaration of effectiveness of the Merger Registration Statement by the SEC; (iii) the filing of the Articles of Merger with the SDAT and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Patapsco and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (iv) the approval of the FRB under the BHC Act in connection with the merger of Patapsco and Newco, orderor the waiver thereof; (v) the approval or non-objection of the OTS under the HOLA in connection with the merger of Patapsco and Newco and the approval of the OTS under the BMA in connection with the merger of Bradford Bank and The Patapsco Bank; and (vi) the approval of the Maryland Superintendent of Financial Regulation in connection with the acquisition of the voting stock of The Patapsco Bank as a result of the merger of Patapsco and Newco, 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 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 MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco 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 the consummation by Newco of the issuance Merger and the other transactions contemplated by this Agreement. As of the Warrants)date hereof, the applicable requirements neither MHC, Bxxxxxxx, Xxxxxxxx Bank nor Newco knows of no reason pertaining to MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco why any of the Exchange Act and approvals referred to in this Section 3.3(f) should not be obtained without the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules imposition of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations any material condition or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or restriction described in the aggregate, to have a Material Adverse EffectSection 6.1(b).

Consents and Approvals. (a) No consentDuPont and Buyer will cooperate, approvaland will cause their respective Affiliates to cooperate, authorizationwith respect to the notices and filings to be made in connection with the consents, orderapprovals, registration waivers and authorizations under Law required prior to or qualification of or after the Closing in connection with any Governmental Entity having jurisdiction over the Company or transactions contemplated hereby. Any such notice prepared by any of the Transferred Business Companies for the benefit of any employee shall be reasonably satisfactory to Buyer. Subject to the provisions of Section 5.3(b), each of the parties hereto shall use its Subsidiaries or any of their respective properties is required for reasonable best efforts to (i) (1) cause the issuance Closing to occur on or prior to September 30, 2001 or as soon as possible thereafter and delivery of the New Warrantsobtain as promptly as practicable all material consents, (2) the issuanceauthorizations, sale approvals 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 waivers required in connection with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein by this Agreement under any Law, including all state property transfer laws and Environmental Laws, or any Contract, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iii) effect all necessary notifications, or registrations and filings including, but not limited to, the Required Filings and submissions of information required by any Governmental Authority (including any such notifications, registrations or filings required post-Closing), (iv) obtain as promptly as practicable all material consents, authorizations, approvals and waivers required in connection with all state property transfer laws, including the receipt of a Letter of Non-Applicability ("LNA"), or its equivalent, pursuant to the State of New Jersey's Industrial Site Recovery Act ("ISRA") respecting all Transferred Assets at the Chambers Works facility in Deepwater, NJ, and (v) effect the transfex xx xxx Environmental Permits, without material changes to the operating conditions or discharge limitations contained therein, except (A) such authorization as is required by for the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry operations of the Transferred Business and all the Transferred Environmental Assets. Sellers will timely notify Buyer and give Buyer the opportunity to participate in all negotiations with 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 Governmental Authorities with respect to (i) the issuance terms and conditions of any Environmental Permits to be transferred. Alternatively, and where not prohibited by Law or the terms of any Environmental Permit, the parties may execute an agreement providing that some or all of the Warrants operations of the Transferred Business and (ii) the Transferred Environmental Assets will be conducted after Closing, subject to the same material operating conditions and discharge limitations, pursuant to existing Permits held by DuPont, DPC or DPI, as applicable. Subject to 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 WarrantsSection 5.3(b), the applicable requirements parties hereto further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree, ruling, statute, rule, regulation or executive order that would adversely affect the ability of the Exchange Act and parties hereto to consummate 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 aggregatetransactions contemplated hereby, to have a Material Adverse Effectrespectively use their reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be.

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 thatnotices and filings referred to in SECTION 2 and SCHEDULE 2.1(f), 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. 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.

Consents and Approvals. (a) No Assuming the accuracy of the Equity Commitment Parties’ representations and warranties in Article 5, no consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company Quorum 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 Quorum and, to the Company extent relevant, its Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by Quorum and, to the Company extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Equity Commitment Party with its obligations hereunder and thereunder), 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 Order, Confirmation Order and the expiration, or waiver 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 OrderChapter 11 Cases from time to time, as applicable (except with respect to (i) the issuance of the Warrants and (ii) filings, if any, pursuant to 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 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 the Certificate of Incorporation with the relevant state or national agency, and the rules filing of any other corporate documents with applicable state filing agencies applicable to the New York Stock Exchangeother Debtors, and (Civ) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, “blue sky” laws in connection with the purchase of the Equity Commitment Aggregate Shares by the Equity Commitment Parties and the issuance of shares of New Common Stock in satisfaction of the Equity Commitment Premium and (v) any other Applicable Consent the failure of which to obtain would not have or reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Other than the filing of a Current Report on Form 8-K with the Securities and Exchange Commission (a) No consent“SEC”), approvalno notices, authorizationreports, orderregistrations or other filings are required to be made by the Company with, registration nor are any consents, approvals or qualification of or with authorizations required to be obtained by the Company from any Governmental Entity having jurisdiction over Authority or any other person under any contract, agreement or other obligation to which the Company is party or by which its assets are bound, in connection with the valid execution, delivery or performance of this Agreement and all other agreements and instruments contemplated hereby by 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 consummation 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 by this Agreement and thereinall other agreements and instruments contemplated hereby that has not already been obtained in each 34358671.7 2 US\WOLFERI\13443347.3 case except for such notices, except (A) such authorization as is required by the Bankruptcy Court reports, registrations and other filings 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 approvals or qualifications that, if not obtained, made authorizations the failure of which to make or given, would not reasonably be expectedobtain, individually or in the aggregate, are not material to the Company’s ability to perform its obligations hereunder and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company, its assets, properties, liabilities or condition (financial or otherwise). Notwithstanding the generality of the foregoing, the Company’s grant to Investors of the rights set forth in Article 4 do not, and, if exercised by Investors in accordance with their terms immediately following the date hereof (assuming such rights were then exercisable) would not, require any such notices, filings or consents with or from any Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC), the Company’s Board of Directors, any stockholder of the Company or any other person, or under the Restated Certificate (it being understood that the Company is not representing that the exercise of the rights set forth in Article 4 would not result, directly or indirectly, in a Noncompliance Event (as defined in the Restated Certificate) under the Restated Certificate).

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 approval of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (1) including, without limitation, the issuance Financing), and delivery the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of the New WarrantsClosing, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery by each of the Warrantsgovernmental and regulatory authorities listed on Schedule 4.11, (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 approval of this Agreement, the Ancillary Agreements and delivery by the transactions contemplated hereby and thereby (including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of this Agreement the Closing, by any other governmental or regulatory authorities, the Plan and performance failure of and compliance by which to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company with all of the provisions hereof and thereof and the consummation Subsidiaries, taken as a whole, (iii) filings in respect of the transactions contemplated herein and therein, except (A) such authorization as is hereby required by to be made for compliance with 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 OrderSecurities Exchange Act of 1934, as amended (the "Exchange Act"), (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, (iv) filings under the Securities Act and the rules and regulations promulgated thereunder, and thereunder in connection with the rules sale of the New York Stock ExchangeUnderwritten Notes, (v) the filing of premerger notification reports under the HSR Act and (Cvi) such other consents, approvals, authorizations, ordersdeclarations, filings and registrations required (x) by the nature of the business or qualifications thatownership of Holdings and Buyer or (y) solely by reason of the Financing (excluding any consents, if not obtainedapprovals, authorizations, declarations, filings or registrations otherwise required in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby), no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or givenobtained by Parent, would not reasonably be expectedSeller, individually Ridge Re, the Company, any Subsidiary, Buyer or Holdings on or prior to the Closing Date in connection with the aggregateexecution or delivery of this Agreement or any of the Ancillary Agreements, to have a Material Adverse Effectthe performance of this Agreement, the Guarantees, the Tax Agreement, or the Ridge Re Treaties, as amended by the applicable Ridge Re Endorsements, or the consummation of the transactions contemplated hereby and thereby.

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 thatnotices and filings referred to in Schedule 2.1(f), 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, 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 The Sellers and the consummation of Buyer shall each file or cause to be filed with 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, Federal Trade Commission and the expiration, or waiver by United States Department of Justice any notifications required to be filed under 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 thereunderthereunder with respect to the transactions contemplated hereby. The parties shall consult with each other as to the appropriate time of filing such notifications and shall use their best efforts to make such filings at the agreed upon time, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. Buyer will pay all filing fees of Buyer as an acquiring person under the HSR Act in accordance with Section 7.3, and each of the parties shall bear its own costs of the preparation of any filing. (b) The Sellers and the Buyer shall cooperate with each other and (i) promptly prepare and file all necessary documents, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use their respective best efforts to obtain the transfer or reissuance to the Buyer of all necessary Permits, Environmental Permits, consents, approvals and authorizations of all governmental bodies, including without limitation Permits related to the 345 Line, and (iv) use their respective best efforts to obtain all necessary consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Securities Act Seller Required Regulatory Approvals, the Seller Required Consents and the rules Buyer Required Regulatory Approvals) or for the Buyer to own, operate or maintain, on and regulations promulgated thereunderafter the Closing Date, the Purchased Assets substantially as such assets have been historically owned, operated and maintained by the Sellers prior to the date of this Agreement, or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any Seller or the Buyer is a party or by which either of them is bound. Each of the Sellers and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filing made in connection with the transactions contemplated hereby. (c) The Sellers shall use their best efforts prior to and, if necessary, after the Closing Date to obtain the Seller Required Consents, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications thatBuyer shall use its best efforts prior to and, if necessary, after the Closing Date to obtain the Buyer Required Regulatory Approvals. If any such consent or approval is not obtained, made the Sellers and the Buyer agree to cooperate in any reasonable arrangements (which may include, in the case of leased property, a sublease thereof) designed to provide for the Buyer all of the benefits (and to assure that the Sellers will be effectively relieved from related liabilities) under such contract, agreement, lease, commitment or right, including enforcement for the benefit of the Buyer, at the Sellers' expense, of any and all rights of the Sellers against the other party or parties thereto. Nothing in this Agreement shall be construed as an attempt or agreement to assign (i) any contract which is nonassignable without the consent of the other party or parties thereto unless such consent shall have been given, or (ii) any contract or claim as to which all the remedies for the enforcement thereof would not pass to the Buyer as an incident of the assignments provided for by this Agreement. (d) Each of Buyer and the Sellers mutually agree for the benefit of the other that, between the date of this Agreement and the Closing Date, neither Buyer, Sellers nor any of their respective controlled Affiliates will enter into any agreement, commitment or undertaking which would reasonably be expected, individually or expected to impair the ability of Buyer and Sellers to complete the purchase and sale of the Purchased Assets at the earliest time that the conditions set forth in the aggregate, to have a Material Adverse Effect.Article VIII are satisfied. 7.7

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 Effectmaterial impact on BancShares or FCB or their Subsidiaries or, after the Mergers and the Bank Merger, the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, BancShares does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 5.2(e) will not be obtained or received in a timely manner.

Consents and Approvals. Except for (a) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith Nasdaq, registration (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the OCC and the DFI and the approval of such applications, filings and notices, (c) the filing of any required applications, filings or qualification notices with any other banking or other regulatory authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and the approval of such applications, filings and notices, (d) the filing of any applications, filings or notices under the HSR Act, if required, (e) the filing with the SEC of the Proxy Statement and the S-4, and declaration of effectiveness of the S-4, (f) the filing of the Articles of Merger with the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, and the filing of the Bank Merger Certificates, (g) if the Preferred Stockholder Matter is approved by the holders of the Company Preferred Stock, the filing with the Ohio Secretary of State of such amendments to the Parent Articles as are required to fix the terms of the New Parent Preferred Stock substantially in the form set forth in Exhibit A (such amendment, the “Parent Charter Amendment”) 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 the shares of Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) on 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 Parent and Intermediary 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 Parent and Intermediary of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, neither Parent nor Intermediary is aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis. No vote or other approval of the shareholders or any other securityholders of Parent is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereof (B) filings required under, and compliance with (other than shareholder approval requirements in respect of including the issuance of Parent Common Stock and New Parent Preferred Stock) in accordance with the Warrants)terms hereof, whether by reason of applicable law, the applicable organizational documents of Parent, the rules or requirements of the Exchange Act and the rules and regulations promulgated thereunderany exchange, 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 Effectotherwise.

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 by each Seller (other than NEWCRS) of this Agreement and the New WarrantsAncillary Agreements to which it is or at the Closing will be a party, (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 such Seller’s Relevant Worldspan Owner Entity (other than NEWCRS) of the Company Ancillary Agreements to which it will be a party at the Closing, do not, and the performance by such Seller of this Agreement and the Ancillary Agreements to which it is or at the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Closing will be a party and the consummation by such Seller of the transactions contemplated herein hereby and thereinthereby, and the performance by such Seller’s Relevant Worldspan Owner Entity of the Ancillary Agreements to which it will be a party at the Closing and the consummation by such Seller’s Relevant Worldspan Owner Entity of the transactions contemplated thereby, do not and will not, require any Governmental Authorization or order of, action by, filing with or notification of, any Governmental Authority, except (Ax) such authorization as is required by for the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry requirements of the relevant Court OrderAntitrust Laws, and (y) for the expirationGovernmental Authorizations set forth in Sections 2.6-A, 2.6-B or waiver by 2.6-C, as the Bankruptcy Courtcase may be, 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 ExchangeDisclosure Letter, and (Cz) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, as would not be reasonably be expectedlikely to have, individually or in the aggregate, (i) a material adverse effect on the ability of such Seller to have perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is or at the Closing will be a Material Adverse Effectparty, or (ii) a material adverse effect on the ability of such Seller’s Relevant Worldspan Owner Entity to perform its obligations under, and to consummate the transactions contemplated by, the Ancillary Agreements to which it will be a party at the Closing.

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.

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 and the Plan and performance of and 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 Approval Order authorizing the Company to assume this Agreement and perform the Commitment Agreement 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 and/or the Available Shares, if any, by the Commitment Parties, the issuance of the Private Placement Shares, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, and the issuance of the New Common Shares as payment of the 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.

Consents and Approvals. Except for: (ai) No consentthe filing of applications, approvalnotices or waiver requests, authorizationas applicable, orderas to the Merger and the Bank Merger with the FRB, registration the FDIC and the NYSBD, as well as any other applications and notices required by Laws related to the Merger or qualification the Bank Merger, and approval of the foregoing applications and notices; (ii) the approval of this Agreement by the requisite vote of the shareholders of CFC and FOFC; (iii) the filing of the Articles of Merger with the New York Secretary of State and the Delaware Secretary of State; (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable Laws including, if applicable, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the securities or antitrust Laws of any foreign country; and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the FOFC Disclosure Schedule, 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 FOFC of this Agreement or Agreement; (2) the Plan and performance of and compliance consummation by the Company with all FOFC of the provisions hereof and thereof Merger and the other transactions contemplated hereby; (3) the execution and delivery by Capital Bank of the Bank Merger Agreement; and (4) the consummation by Capital Bank of the Bank Merger and the transactions contemplated herein and thereinthereby, except (Ain each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability of FOFC to consummate the transactions contemplated hereby. FOFC hereby represents to CFC that it has no Knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis and that it will promptly notify CFC should it acquire such authorization as is Knowledge. Regulatory Filings. FOFC and Capital Bank have filed all reports required by Laws to be filed with any Regulatory Authority, and such reports were prepared in accordance with the Bankruptcy Court or the Bankruptcy Code, which shall be contained applicable Laws and instructions in the entry existence as of the relevant Court Orderdate of filing of such reports in all material respects, and the expiration, or waiver by the Bankruptcy Court, none of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry reports contain any untrue statement of a material fact. FOFC is not required to file any reports, schedules, registration statements or proxy statements with the Confirmation Order, as applicable (except with respect to (i) SEC 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 Securities Act or the Exchange Act and will promptly inform CFC if it becomes subject to such requirements prior to 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 EffectEffective Time.

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.

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 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 OrderApproval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, and (b) 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, (c) following the entry of the Confirmation Order, as (d) 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 (Ce) 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 New Common Stock as payment of the Commitment Premium, and (f) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expected, individually or in expected to be material to the aggregate, to have Company and its Subsidiaries taken as a Material Adverse Effectwhole.

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.

Consents and Approvals. Upon the terms and subject to the conditions of this Agreement, Toy Biz and the Consenting Lenders, acting collectively, agree to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Plan of Reorganization as promptly as practicable including, but not limited to: (ai) No consentthe preparation and filing of all forms, approvalregistrations, authorizationnotices and pleadings required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, order, registration exemptions or qualification of waivers by any third party or with any Governmental Entity having jurisdiction over Entity, including, but not limited to 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 Bankruptcy Court; (ii) the execution and delivery by the Company defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging 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 thereinby this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; (iii) the filing of the Plan of Reorganization, except together with a disclosure statement (Athe "Disclosure Statement") such authorization with respect thereto, as is required by the Bankruptcy Court or section 1125 of the Bankruptcy Code, which shall be contained no later than ten business days after the Consenting Lender Threshold Date; and (iv) causing the satisfaction of all conditions to the Merger as provided in the entry Merger Agreement. In connection with and without limiting the foregoing, Toy Biz and its board 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 directors shall (i) take all action it has the issuance of power to take necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Warrants Merger, the Merger Agreement, this Agreement or any other transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to 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)Merger, the applicable requirements of Merger Agreement, this Agreement or any other transaction contemplated by this Agreement, take all action it has the Exchange Act power to take necessary so that the Merger and the rules other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and regulations promulgated thereunder, otherwise to minimize the Securities Act effect of such statute or regulation on the Merger 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 consent, approval, authorizationorder or authorization of, registration, declaration or filing with, or permit from, any Governmental Authority is required by or with respect to Heftel or Heftel Sub in connection with the execution and delivery 32 of this Agreement by Heftel and Heftel Sub or the consummation by Heftel and Heftel Sub of the transactions contemplated hereby, except for the following: (i) any such consent, approval, order, registration authorization, registration, declaration, filing or qualification of permit which the failure to obtain or with any Governmental Entity having jurisdiction over make would not, individually or in 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 Warrantsaggregate, (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 have a Material Adverse Effect on Heftel; (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 Articles of Merger with the consummation Secretary 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 State 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 Texas pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), TBCA; (Biii) filings required under, the filing of a pre-merger notification report by Heftel under the HSR Act and compliance with (other than shareholder approval requirements in respect the expiration or termination of the issuance applicable waiting period; (iv) 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; (v) the filing with Nasdaq of a listing application relating to the shares of Heftel Common Stock to be issued pursuant to the Merger and the obtaining from Nasdaq of its approvals thereof; (vi) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; (vii) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation; and (viii) such filings and approvals as may be required by the FCC and the Communications Act. No Third-Party Consent is required by or with respect to Heftel or Heftel Sub in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Ci) consent of the lenders pursuant to the Heftel Credit Agreement, (ii) 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 EffectEffect on Heftel, and (iii) the valid approval of the Heftel Proposal by the stockholders of Heftel.