Common use of Corporate Power and Authority Clause in Contracts

Corporate Power and Authority. Each of the GE Entities and Parent has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of the GE Entities and Parent (a) SES has all requisite corporate company power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each SES and each of its Affiliates which will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities by it in connection with this Agreement or the Ancillary Agreements and and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent SES and the consummation by each of the GE Entities and Parent SES of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements and, subject to the approval of the Required Resolutions by the Required Vote of SES shareholders, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by SES and the consummation by SES of the transactions contemplated hereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered to the GE Entities in connection with this Agreement or the Ancillary Agreements by SES and each of its Affiliates which is, or as of the GE Entities and Parent Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transaction contemplated thereby, will, as of the Closing, be duly authorized by all necessary action on the part of each such Person and, except for approval of the GE Entities and ParentRequired Resolutions by the Required Vote of the SES shareholders, and no additional corporate action or corporate proceeding on the part of the GE Entities SES is necessary to authorize the execution, delivery and performance by the GE Entities SES of the this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent SES and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentSES, enforceable against each of the GE Entities and Parent SES in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of to the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each SES and its Affiliates which are, or are specified to be, a party thereto and will, as of the GE Entities and will Closing, constitute the legal, valid and binding obligations of each of the GE EntitiesSES and such Affiliates which are a party thereto, enforceable against each of the GE Entities such Person in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at equity or at law). (b) A committee of SES duly appointed by the Board of Directors of SES, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Such committee has full power and authority to act on behalf of the Board of Directors of SES with respect to the approval of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c) No affirmative vote of any holder of shares of SES capital stock is necessary to approve this Agreement or any Ancillary Agreement or the consummation by SES of any of the transactions contemplated hereby or thereby, except for (i) the affirmative vote of the holders of a majority of the outstanding shares of SES present or duly represented (the “Redemption Required Vote”) at a duly convened and validly held extraordinary general meeting of SES shareholders (the “EGM”) to approve resolutions to authorize the SES Board of Directors to redeem the Class C Shares (the “Redemption Required Resolutions”) in accordance with the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”) and (ii) the affirmative vote of the holders of two-thirds of the outstanding shares of SES present or duly represented (the “Capital Reduction Required Vote”, and together with the Redemption Required Vote, the “Required Vote”) at an EGM to approve resolutions to authorize the SES Board of Directors to reduce SES’s share capital as a result of the Redemption (the “Capital Reduction Required Resolutions”, and together with the Redemption Required Resolutions, the “Required Resolutions”).

Corporate Power and Authority. Each of The Company has the GE Entities and Parent has all requisite corporate power and authority to enter into into, execute, and deliver this Agreement and each other agreement, document, and instrument to consummate which it will be a party or which it will execute and deliver in connection with the transactions contemplated hereby. Each of the GE Entities by this Agreement (this Agreement and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the such other agreements, documents documents, and instruments collectively, the “Transaction Agreements”) and, subject to be executed receipt of the Requisite Stockholder Approval, and delivered by it the filing and acceptance of the Charter Amendment (each as defined below), to perform its obligations hereunder and thereunder, including the issuance of the Rights, the issuance of the Offered Shares (including the Backstop Acquired Shares), the issuance of the PIPE Shares, the issuance of the Rollover Shares, entering into the Amended and Restated Credit Agreement on the terms and conditions contained in connection the Commitment Letter, and the payment of Purchaser Fees and Expenses. Subject to receipt of the Requisite Stockholder Approval, and the filing and acceptance of the Charter Amendment, the Company has taken all necessary corporate action required for the due authorization of the Transaction Agreements, including the issuance of the Rights and the Offered Shares (including the Backstop Acquired Shares), the PIPE Shares, the Rollover Shares and the approval of the terms and conditions of the Debt Financing as set forth in the Commitment Letter. Based upon the recommendation of the Alternative Transaction Committee of the Board (the “Alternative Transaction Committee”), the Board has determined to recommend that stockholders of the Company vote in favor of (i) the issuance and sale of (A) the Offered Shares upon the exercise of the Rights at the Subscription Price to raise the Aggregate Offering Amount in the Rights Offering; (B) the Backstop Acquired Shares to the Purchasers pursuant to Backstop Commitments in accordance with this Agreement, (C) the PIPE Shares at the Subscription Price to raise the Aggregate Investment Amount in the PIPE Transaction, (D) the Rollover Shares pursuant to the Debt Conversion in accordance with this Agreement or (the Ancillary Agreements “Share Issuance Proposal”); (ii) the adoption of an amendment (the “Charter Amendment”) to the amended and restated certificate of incorporation to consummate increase the transactions contemplated thereby. The executionauthorized number of shares of Common Stock to 10,000,000,000 shares (the “Amended Certificate Proposal”), delivery and performance of this Agreement by each (iii) a reverse stock split of the GE Entities shares of Common Stock with a ratio of 100 to 1, which split may be effected by the Board no earlier than one (1) business day following the Closing and Parent no later than forty-five (45) calendar days following the Closing (the “Reverse Split Proposal”), and (iv) the consummation by each election of the GE Entities and Parent of New Board Members (as defined below) to the transactions contemplated herebyBoard effective at Closing (the “Board Election Proposal”) (the preceding clauses (i) through (iv), including collectively, the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms“Transaction Proposals”).

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to the entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to the entry of the GE Entities Disclosure Statement Order, the BCA Approval Order, the BCA Consummation Approval Order and Parent has all requisite corporate power the Confirmation Order, to perform each of its other obligations hereunder and authority (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the Disclosure Statement Order, the BCA Approval Order, the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to the entry of the Disclosure Statement Order, the BCA Approval Order, the BCA Consummation Approval Order, and delivered by the Confirmation Order, each of the GE Entities Company and Parent the other Debtors has the requisite corporate power and constitutes authority to perform its obligations under the legalPlan, valid and binding obligation of each has taken all necessary corporate actions required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. (a) Each of the GE Entities and Parent Debtors has all or, to the extent executed in the future, shall have when executed, the requisite corporate power and authority to enter into into, execute and deliver this Agreement, the Plan, and the other Transaction Agreements to which it will be a party as contemplated by this Agreement and the Plan and, (i) subject to entry of the BCA Approval Order, to perform BCA Approval Obligations, (ii) subject to entry of the Plan Solicitation Order, to perform its obligations under the Rights Offering Procedures, including issuance of the Rights and (iii) subject to entry of the Confirmation Order, to perform its other obligations hereunder and under the Plan and to consummate the transactions Rights Offering contemplated hereby. Each of hereunder and by the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated herebyRights Offering Procedures, including the redemption issuance of the Class C Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and the execution, delivery other transactions contemplated hereby and performance thereby. Subject to receipt of the Ancillary Agreements and foregoing Orders, the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and Debtors has or, to the consummation of extent executed in the transactions contemplated therebyfuture, shall have been duly authorized by when executed, taken all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on required for the part of the GE Entities is necessary to authorize the due authorization, execution, delivery and performance by the GE Entities it of the this Agreement and the consummation other Transaction Agreements, including the issuance of the Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and no other corporate proceedings on the part of such Debtor are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such Subsidiary is a party and, subject to entry of the Confirmation Order, to perform its obligations thereunder. Each of the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed, taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of each Transaction Agreement to which such Subsidiary is a party. (c) Prior to the execution by the Debtors and filing with the Bankruptcy Court of the Plan, the Company and each of the other Debtors executing the Plan will have the requisite power and authority (corporate or otherwise) to execute the Plan and to file the Plan with the Bankruptcy Court and, subject to entry of the Confirmation Order, to perform its obligations thereunder, and will have taken all necessary actions (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsPlan.

Corporate Power and Authority. Each of Credit Party has the GE Entities and Parent has all requisite corporate or other applicable power and authority to enter into execute, deliver and deliver this Agreement perform the terms and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part provisions of each of the GE Entities Documents to which it is party and Parent, and no additional has taken all necessary corporate or other applicable action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyeach of such Documents. This Agreement Each Credit Party has been duly executed and delivered by each of the GE Entities Documents to which it is party, and Parent and each of such Documents constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, such Credit Party enforceable against each of the GE Entities and Parent such Credit Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). The Ancillary Agreements In addition, (i) the board of directors of the Parent (the “Board of Directors”) (a) has the corporate and other applicable power to authorize the appointment of an independent committee of the Board of Directors (the “Independent Committee”) for the purposes of approving the transactions contemplated by the Credit Documents and (b) has taken all necessary corporate and other applicable action to (I) approve the appointment of the Independent Committee and (II) appoint the Independent Committee and (ii) the Independent Committee (a) has the corporate and other applicable power to authorize and approve the Credit Documents to which the Parent is a party, the execution and delivery by the Parent of such Credit Documents to which the Parent is a party, and the other agreements, documents performance by the Parent of its obligations thereunder and instruments to be executed and delivered by (b) has unanimously determined that each of the GE Entities transactions contemplated by the Credit Documents is in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each best interests of the GE Entities Parent and will constitute its shareholders and authorized and approved the legalCredit Documents to which the Parent is a party, valid the execution and binding delivery by the Parent of such Credit Documents to which the Parent is a party, and the performance by the Parent of its obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereunder.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the PPA and BCA Approval Order, to enter into into, execute and deliver this Agreement, and to perform its obligations under Section 9.5(b) hereunder, subject to the terms and conditions set forth in this Agreement and (ii) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order and the Confirmation Order, to perform the PPA and BCA Approval Obligations and to consummate the transactions contemplated hereby. Each of herein and in the GE Entities and Parent has all requisite corporate power and authority Plan, to enter into, execute and deliver the Ancillary Agreements all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement and such other agreementsagreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the other Debtors has the requisite power and authority (corporate or otherwise) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Company, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) to enter into into, execute and deliver this Agreement Agreement, and (ii) subject to the Disclosure Statement Order, and the Confirmation Order, to consummate the transactions contemplated hereby. Each of herein and in the GE Entities and Parent has all requisite corporate power and authority Plan, to enter into, execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Restructuring Support Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed and delivered by or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the Confirmation Order, each of the GE Entities Company and Parent the other Debtors has the requisite corporate power and constitutes authority to perform its obligations under the legalPlan, valid and binding obligation of each has taken or shall take all necessary corporate actions required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order and the terms thereof, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order and the terms thereof, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Plan Solicitation Order, the Confirmation Order and instruments to be executed the DIP Order and delivered by it in connection with this Agreement or the Ancillary Agreements and terms thereof, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the DIP Credit Agreement, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on behalf of the part Company. (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, the Confirmation Order and the DIP Order and the terms thereof, each of the GE Entities other Debtors has the requisite power and Parentauthority (corporate or otherwise) to enter into, execute and no additional corporate action or corporate proceeding on the part deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the GE Entities is necessary to authorize BCA Approval Order, the executionPlan Solicitation Order, the Confirmation Order and the DIP Order and the terms thereof, the execution and delivery of this Agreement and performance by the GE Entities each of the Agreement other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered authorized by each of the GE Entities and will constitute the legal, valid and binding obligations all requisite action (corporate or otherwise) on behalf of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsother Debtor party thereto.

Corporate Power and Authority. Each of the GE Entities Parent and Parent HCI has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of Parent and HCI and each of their respective Affiliates that will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities Parent and Parent HCI and the consummation by each of the GE Entities Parent and Parent HCI of the transactions contemplated or to be consummated by each of them hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Parent, HCI and each of their respective Affiliates that is, or, as of the GE Entities and Parent Closing, will be a party thereto and the consummation of the transactions contemplated thereby, have been been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instruments to be entered into after the date hereof and the transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary action or proceeding on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been duly executed and delivered by each of the GE Entities Parent and Parent HCI and constitutes the legal, valid and binding obligation of each of the GE Entities Parent and ParentHCI, enforceable against each of the GE Entities and Parent such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will will, as of the Closing, be duly executed and delivered by each of Parent, HCI and their respective Affiliates that are or are specified to be, a party thereto and will, as of the GE Entities and will Closing, constitute the legal, valid and binding obligations of each of the GE EntitiesParent, HCI and such Affiliates, enforceable against each of the GE Entities such Person in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Power and Authority. Each of the GE Entities and Parent Clorox has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each Clorox and each of its Affiliates that will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Clorox and the consummation by each of the GE Entities and Parent Clorox of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Clorox and each of its Affiliates that is, or, as of the GE Entities and Parent Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instrument to be entered into after the date hereof and the transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary corporate action or proceeding on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been duly executed and delivered by each of the GE Entities and Parent Clorox and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentClorox, enforceable against each of the GE Entities and Parent Clorox in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will will, as of the Closing, be duly executed and delivered by each Clorox and its Affiliates that are, or are specified to be, a party thereto and will, as of the GE Entities and will Closing, constitute the legal, valid and binding obligations of each of the GE EntitiesClorox and such Affiliates, enforceable against each of the GE Entities such Person in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Power and Authority. Each (a) The Purchaser has (or will have prior to execution thereof) all requisite corporate power and authority to execute and deliver this Agreement, the Merger Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or the Merger Agreement or to be executed by the Purchaser in connection with the consummation of the GE Entities transactions contemplated hereby and Parent thereby (the "Purchaser Documents"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Purchaser Documents by the Purchaser and the consummation of the transactions contemplated by this Agreement and the Purchaser Documents to be effected by the Purchaser have been (or will be prior to execution and delivery thereof) duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and each of the Purchaser Documents have been (or will be) duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute (or will constitute when executed) legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as enforceability may be limited by bankruptcy, similar laws of debtor relief and general principles of equity. (b) Merger Sub has all requisite corporate power and authority to enter into and deliver this the Merger Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions Merger contemplated thereby. The execution, execution and delivery and performance of this the Merger Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent Merger Sub and the consummation of the Merger and other transactions contemplated thereby, thereby to be effected by Merger Sub have been duly authorized by all necessary corporate action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.of

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Approval Order, documents the Plan Solicitation Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Registration Rights Agreement, the debtor-in-possession credit agreement for the DIP Facility to be entered into in accordance with the DIP Credit Agreement and the DIP Orders, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each (i) The Boards of Directors of Surety and Surety Bank have duly approved this Plan, the GE Entities Merger Agreements and Parent has all requisite corporate power the transactions contemplated hereby and thereby and have authorized the execution and delivery of this Plan and the Merger Agreements by Surety and Surety Bank. Surety and Surety Bank have full power, authority and legal right to enter into and deliver this Agreement and such agreements and, upon approval of such agreements by regulatory authorities having jurisdiction in the premises, to consummate the transactions contemplated hereby. Each of the GE Entities hereby and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery making and performance of this Agreement by each of Plan, the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Merger Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated hereby and thereby in accordance with such agreements will not conflict with the Articles of Association or bylaws of Surety or Surety Bank. (ii) On or before the Closing Date, the Board of Directors of Newco will have duly approved this Plan, the Merger Agreements and the transactions contemplated hereby and thereby and will have authorized the execution and delivery of this Plan and the Merger Agreements by Newco. Newco will have full power, authority and legal right to enter into such agreements and, upon approval of such agreements by regulatory authorities having jurisdiction in the premises, to consummate the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery . The making and performance by of this Plan, the GE Entities of the Agreement Merger Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed hereby and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent thereby in accordance with its terms. The Ancillary Agreements and such agreements will not conflict with the other agreements, documents and instruments to be executed and delivered by each Articles of the GE Entities in connection with this Agreement Incorporation or the Ancillary Agreements at the Closing will be duly executed and delivered by each bylaws of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsNewco.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Approval Order, documents the Disclosure Statement Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance foregoing) to be undertaken by the Reorganized Debtors, which such actions shall be governed by with their respective termsthe Plan.

Corporate Power and Authority. Each of the GE Entities and Parent Debtors has all the requisite corporate power and authority (corporate or otherwise) (i) (A) subject to entry of the Rights Offering Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each Rights Offering Approval Obligations and (B) subject to entry of the GE Entities Rights Offering Approval Order, the Confirmation Order, and Parent has all requisite corporate power any other applicable orders of the Bankruptcy Court, to perform each of its other obligations hereunder and authority (ii) subject to execute entry of the Rights Offering Approval Order, the Confirmation Order, and deliver any other applicable orders of the Ancillary Agreements and the other agreementsBankruptcy Court, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the debtor-in-possession credit agreement for the DIP Facility to be entered into in accordance with the DIP Orders, the Exit Facilities, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively with the Restructuring Support Agreement, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and Parent, Debtors and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Debtors are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the Agreement and the consummation by it of other Transaction Agreements or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement hereby or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereby.

Corporate Power and Authority. Each (a) The Company has, subject to entry of the GE Entities EBA Approval Order and Parent has all the Confirmation Order, the requisite corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each EBA Approval Obligations and (B) to perform each of its other obligations hereunder and (ii) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreementsPlan Solicitation Order, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement, the Plan Support Agreement, the Registration Rights Agreement, the DIP Facility, the Exit Credit Facilities, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, as they may from time to time be amended in accordance with their terms, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action authorizations or corporate proceeding consents on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the EBA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the Debtors other than the Company has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is contemplated to be a party and to perform its obligations thereunder. Subject to entry of the EBA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite organizational action on behalf of each such other Debtor party thereto, and no other organizational authorizations or consents on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any such other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each of the GE Entities LMC and Parent each Stockholder has all requisite corporate or other power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. Each of the GE Entities LMC and Parent each Stockholder has all requisite corporate or other power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement Agreement, including the LMC Tax Opinion Representations, the Closing Certificates required by Sections 7.3.1 and 7.3.2, or the Ancillary Agreements and to consummate the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement by LMC and each of the GE Entities and Parent Stockholder and the consummation by LMC and each Stockholder of the GE Entities Transactions, including the exchange and delivery by the Stockholders to Parent of the transactions contemplated hereby, including the redemption of the Class C LMC Parent Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents documents, certificates and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by LMC and each of the GE Entities and Parent Stockholder and the consummation of the transactions contemplated therebyTransactions, have been duly authorized by all necessary action on the part of LMC and each Stockholder. Each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the this Agreement and the consummation by it of the transactions contemplated hereby. This Tax Matters Agreement has been duly executed and delivered by each of the GE Entities and Parent LMC and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentLMC, enforceable against each of the GE Entities and Parent LMC in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at Law or in equity). The When signed, the Ancillary Agreements (other than the Tax Matters Agreement which is the subject of the preceding sentence) and the other agreements, documents documents, certificates (including the LMC Tax Opinion Representations) and instruments to be executed and delivered by LMC and each of the GE Entities Stockholder in connection with this Agreement or the Ancillary Agreements at the Closing will be Transactions shall have been duly executed and delivered by LMC and each of the GE Entities Stockholder and will shall constitute the legal, valid and binding obligations of LMC and each of the GE EntitiesStockholder, enforceable against LMC and each of the GE Entities Stockholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at Law or in equity).

Corporate Power and Authority. Each of the GE Entities and (a) Parent has all requisite full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the approval of the Share Issuance (as defined below) by the requisite votes of the stockholders of Parent (the "Parent Stockholders") in accordance with the rules of Nasdaq and this Agreement. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has directed that the issuance of Parent Common Stock pursuant hereto (the "Share Issuance") be submitted to the Parent Stockholders for approval at a stockholders meeting and, except for the approval of the Share Issuance by the Parent Stockholders in accordance with the rules of Nasdaq, no other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. (b) At or prior to Closing, Sub will have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities The execution and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Sub and the consummation by each of the GE Entities and Parent Sub of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby will have been duly authorized and validly approved by all necessary action the Board of Directors of Sub and by Parent as the sole stockholder of Sub at or prior to Closing, and no other corporate proceedings on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is Sub will be necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of consummate the transactions contemplated hereby. This Agreement has will have been duly and validly executed and delivered by each of the GE Entities Sub and Parent and constitutes the legal, will constitute a valid and binding obligation of each of the GE Entities and ParentSub, enforceable against each of the GE Entities and Parent Sub in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of The Company has the GE Entities and Parent has all requisite corporate power and authority to enter into into, execute, and deliver this Agreement and each other agreement, document, and instrument to consummate which it will be a party or which it will execute and deliver in connection with the transactions contemplated hereby. Each of the GE Entities by this Agreement (this Agreement and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the such other agreements, documents documents, and instruments collectively, the “Transaction Agreements”) and, subject to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance receipt of this Agreement by each stockholder approval of the GE Entities Rights Offering Proposals (as defined below), to perform its obligations hereunder and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated herebythereunder, including the redemption issuance of the Class C Rights, the issuance of the Offered Shares (including the Backstop Acquired Shares), and the execution, delivery and performance payment of the Ancillary Agreements Xxxxxxx Transaction Expenses. Subject to receipt of stockholder approval of the Rights Offering Proposals, the Company has taken all necessary corporate action required for the due authorization of the Transaction Agreements, including the issuance of the Rights and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or Offered Shares (including the Ancillary Agreements by each Backstop Acquired Shares). Based upon the unanimous recommendation of the GE Entities and Parent and Special Committee, the consummation Board has determined, with the two directors designated by Xxxxxxx abstaining, to recommend that stockholders of the transactions contemplated thereby, have been duly Company vote in favor of (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized by all necessary action on the part number of each shares of the GE Entities Company’s Common Stock from 105,000,000 to 1,100,000,000 shares; (ii) the issuance and Parent, and no additional corporate action or corporate proceeding on the part sale of the GE Entities is necessary to authorize Offered Shares upon the execution, delivery and performance by the GE Entities exercise of the Agreement Rights at the Subscription Price to raise the Aggregate Offering Amount in the Rights Offering; (iii) the issuance and the consummation by it sale of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Backstop Acquired Shares to Xxxxxxx pursuant to the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Backstop Commitment in accordance with its terms. The Ancillary Agreements this Agreement; (iv) an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the other agreements, documents Company’s stockholders to take action by written consent; (v) an amendment to the Company’s Amended and instruments Restated Certificate of Incorporation to be executed and delivered by each permit the Company’s stockholders that hold a majority of the GE Entities in connection with this Agreement or Company’s outstanding Common Stock to request that the Ancillary Agreements at Company call a special meeting; (vi) an amendment to the Closing will be duly executed Company’s Amended and delivered by each Restated Certificate of Incorporation to permit the Company’s stockholders holding a majority of the GE Entities Company’s outstanding Common Stock to remove directors with or without cause; (vii) an amendment to the Company’s Amended and will constitute Restated Certificate of Incorporation to permit the legal, valid and binding obligations of each Company’s stockholders holding a majority of the GE Entities, enforceable against each Company’s outstanding Common Stock to amend or repeal the Company’s Amended and Restated Certificate of Incorporation or any provision thereof; (viii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the Company’s stockholders holding a majority of the GE Entities Company’s outstanding common stock to amend or repeal the Company’s Second Amended and Restated Bylaws or any provision thereof; (ix) an amendment to the Company’s Amended and Restated Certificate of Incorporation to designate the courts in accordance with their respective termsthe state of Delaware as the exclusive forum for all legal actions; (x) an amendment to the Company’s Amended and Restated Certificate of Incorporation to opt-out of Section 203 of the Delaware General Corporation Law; and (xi) an amendment to the Company’s Amended and Restated Certificate of Incorporation to renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity that is presented to Xxxxxxx or its directors, officers, shareholders, or employees ((i) through (xi) above, collectively, the “Rights Offering Proposals”).

Corporate Power and Authority. Each (a) The Company has, and each of NSNCo and New Seadrill will have as applicable, (i) the requisite corporate power and authority (A) to enter into, execute and deliver this Agreement and (B) subject to entry of the GE Entities Confirmation Order, to perform each of its other obligations hereunder (including payment of the Commitment Fee, the Equity Purchaser Cash Fee and Parent each Commitment Party’s Expenses) and the Restructuring Support and Lock-Up Agreement (except for such obligations that are specified in each such agreement as becoming effective immediately upon the execution by the Company Parties, which in each case the requisite power and authority shall not be subject to entry of the Confirmation Order) and (ii) at the time such actions are taken, will have the requisite corporate power and authority, subject to entry of the Confirmation Order, to consummate the transactions contemplated herein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by the this Agreement and the Plan and to perform its obligations under each of the Definitive Documents (other than this Agreement). The Company has taken, and each of New Seadrill and NSNCo will have taken at the time of execution and delivery of any agreement contemplated by this Agreement, the Definitive Documents and the Plan to which it is a party, all necessary corporate action required for the due authorization, execution, delivery and performance by them of this Agreement, including the issuance and offering of the Debt Subscription Rights, Equity Subscription Rights, New Secured Notes and the Equity Securities and all other agreements to which they are or will be party as contemplated by this Agreement and the Definitive Documents and the Plan (such agreements, collectively, the “Transaction Agreements”). (b) Subject to entry of the Confirmation Order, each of the other Debtors has the requisite corporate power and authority to enter into into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Confirmation Order, the execution and delivery of this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent Definitive Documents and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on behalf of each other Debtor party thereto, and no other proceedings on the part of each of the GE Entities and Parent, and no additional corporate action any other Debtor party thereto are or corporate proceeding on the part of the GE Entities is will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the Agreement and the consummation by it of other Definitive Documents or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement hereby or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereby.

Corporate Power and Authority. Each of the GE Company Entities and Parent has all requisite the corporate power and authority to enter into own, lease and deliver this Agreement operate its properties and assets and to consummate carry on its business as currently being conducted. The Company has the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Ancillary Agreements approval of this Agreement and the other agreementsMerger by its stockholders, documents and instruments to be executed and delivered by it in connection with perform its obligations under this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyMerger. The execution, delivery and performance by the Company of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have herein has been duly authorized by all necessary corporate action on the part of each of the GE Entities and Parent, and no additional other corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize other than the execution, delivery and performance by the GE Entities approval of the this Agreement and the consummation Merger by it its stockholders. The Board of Directors, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, (ii) determining that the terms of this Agreement are fair to and in the best interest of the Company’s stockholders, (iii) declaring the advisability of this Agreement and (iv) resolving to recommend acceptance of this Agreement and the transactions contemplated hereby to the Company’s stockholders, which resolutions, subject to the Board of Directors’ rights set forth in Section 5.4, have not been subsequently rescinded, modified or withdrawn in any way. The action taken by the Board of Directors of the Company constitutes approval of the transactions contemplated hereby. This Agreement has been duly executed and delivered herein by each the Board of Directors of the GE Entities and Parent and constitutes Company under the legal, valid and binding obligation provisions of each Section 203 of the GE Entities DGCL, and Parent, enforceable against each no other state takeover statute is applicable to the transactions contemplated herein or this Agreement. The affirmative vote (in person or by proxy) of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each holders of a majority of the GE Entities outstanding shares of Company Common Stock in connection with favor of the adoption of this Agreement (the “Required Stockholder Approval”) is the only vote or the Ancillary Agreements at the Closing will be duly executed and delivered by each approval of the GE Entities and will constitute the legal, valid and binding obligations holders of each any securities of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsany Company Entity that is necessary to adopt this Agreement.

Corporate Power and Authority. Each of the GE Entities and Parent Debtors has all the requisite corporate corporate, limited liability company or other applicable power and authority (i) (A) subject to entry of the ECA Approval Order, the Confirmation Order, and any other applicable orders of the Bankruptcy Court, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each ECA Approval Obligations and (B) subject to entry of the GE Entities ECA Approval Order, the Confirmation Order, and Parent has all requisite corporate power any other applicable orders of the Bankruptcy Court, to perform each of its other obligations hereunder and authority (ii) subject to execute entry of the ECA Approval Order, the Plan Solicitation Order, the Confirmation Order, and deliver any other applicable orders of the Ancillary Agreements and the other agreementsBankruptcy Court, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver the Registration Rights Agreement and all other agreements that are required to implement this Agreement, the Restructuring Term Sheet and the Plan and the obligations hereunder and thereunder (which, for the avoidance of doubt, shall include the Plan, the Disclosure Statement, the Registration Rights Agreement and any documentation or agreements relating to the Registration Rights Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively with the Restructuring Term Sheet, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and Parent, Debtors and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Debtors are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the Agreement and the consummation by it of other Transaction Agreements or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement hereby or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Plan Solicitation Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, any debtor-in-possession credit agreement for the DIP Facility entered into in accordance with the DIP Orders, the Exit RBL Facility, the Exit Term Loans, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. 29 (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to the entry of the BCA Consummation Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to the entry of the GE Entities BCA Consummation Approval Order and Parent has all requisite corporate power the Confirmation Order, to perform each of its other obligations hereunder and authority (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to the entry of the BCA Consummation Approval Order and delivered by the Confirmation Order, each of the GE Entities Company and Parent the other Debtors has the requisite corporate power and constitutes authority to perform its obligations under the legalPlan, valid and binding obligation of each has taken all necessary corporate actions required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Plan Solicitation Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance foregoing) to be undertaken by the Reorganized Company, which such actions shall be governed by with their respective termsthe Plan.

Corporate Power and Authority. Each of Medtronic has the GE Entities and Parent has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite unrestricted ----------------------------- corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate perform its obligations under this Agreement and no additional actions are required on the transactions contemplated therebypart of Medtronic, including shareholder approval. Medtronic has taken all corporate actions of its board that are required to authorize and approve the execution and performance of this Agreement and there are no other actions required of it including, but not limited to, shareholder action required of any type to approve or authorize the Agreement or its performance. The execution, delivery and performance by Medtronic of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have hereby has been duly and validly authorized and approved, by all necessary requisite corporate action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyMedtronic. This Agreement has been duly executed and delivered by each of the GE Entities Medtronic, and Parent constitutes, and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the such other agreements, documents agreements and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be contemplated hereby, when duly executed and delivered by each of the GE Entities and Medtronic will constitute the legalconstitute, valid and binding obligations of each of the GE EntitiesMedtronic, enforceable against each of the GE Entities in accordance with their respective terms except as may be limited by laws affecting creditors' rights generally ***=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or by judicial limitations on the right to specific performance. Neither the execution nor the delivery of this Agreement or such other agreements, nor the consummation of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms and provisions hereby or thereof by Medtronic will: (a) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any instrument, agreement, mortgage, security agreement, lease, judgment, order, award, decree or other instrument or restriction to which Medtronic is a party or by which Medtronic is bound or affected; (b) require any affirmative approval, consent, authorization or other order or action of any court, governmental authority, regulatory body, creditor or any other person; or (c) give any party with rights under any such agreement, mortgage, security agreement, judgment, order, award, decree or other instrument or restriction the right to terminate, modify or otherwise change the rights or obligations of Medtronic thereunder.

Corporate Power and Authority. (a) Each of the GE Entities Company and Parent Company Bank has all requisite corporate the full power and authority to enter into own or lease, and operate, all of its property and assets and to carry on its business as it is now being conducted. The Company has the requisite power and authority and is duly authorized to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Each , subject only to receipt of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Requisite Regulatory Approvals and the other agreements, documents adoption and instruments to be executed and delivered by it in connection with approval of this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyhereby by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Company Vote”). (b) The Company has made available to Parent a complete and correct copy of the articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company and Company Bank, the minute books of the Company and Company Bank and the share ledgers and share transfer books of the Company and Company Bank. Neither the Company nor Company Bank is in violation of any of the terms of such entity’s articles of incorporation, bylaws or equivalent organizational documents, each as amended to date. The executionminute books of the Company and Company Bank contain records of all meetings held by, delivery and performance all other corporate or other actions of, their respective shareholders, members or partners and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and correct in all material respects. The equity ledgers and the equity transfer books of the Company and Company Bank contain complete and correct records of the ownership of the equity securities of the Company and Company Bank, subject to any pending transfers of shares of Company Common Stock. (c) Subject only to the receipt of the Requisite Company Vote, this Agreement and the transactions contemplated hereby have been authorized by each all necessary corporate action of the GE Entities and Parent Company and the consummation by each Company Board on or prior to the date hereof. As of the GE Entities date hereof, the Company Board, by resolutions duly adopted at a meeting duly called and Parent held on or prior to the date hereof, has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders and declared the Integrated Mergers to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including (iii) recommended that the redemption shareholders of the Class C Shares, Company adopt and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with approve this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated hereby, and (iv) directed that this Agreement be submitted for consideration and vote by the Company’s shareholders (and such other Persons entitled to vote in respect of matters covered thereby) at the Company Meeting; and, have been duly authorized by all necessary action on except for the part of each receipt of the GE Entities Requisite Company Vote in accordance with the NYBCL and Parentthe Company’s certificate of incorporation and bylaws, and no additional other corporate action or corporate proceeding other proceedings on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities Company or Company Bank (including any vote of the shareholders of the Company) is required by applicable Law, the certificate of incorporation or bylaws of the Company, or otherwise to approve this Agreement and the consummation by it of the transactions contemplated hereby. This The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (the “Enforceability Exceptions”)). (d) The Board of Directors of Company Bank has adopted the Bank Merger Agreement. The Company, as the sole shareholder of Company Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly and validly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsCompany Bank.

Corporate Power and Authority. (a) Each of the GE Entities Company and Parent MPM has all the requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Consummation Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Consummation Approval Order and the Confirmation Order, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver the Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the RSA, any documentation or agreements relating to the Emergence Credit Facilities, the Registration Rights Agreement and such other agreements and any plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities Company and ParentMPM, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company or MPM are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Consummation Approval Order and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. (a) Each of the GE Entities and Parent Debtors has all or, to the extent executed in the future, shall have when executed, the requisite corporate power and authority to enter into into, execute and deliver this Agreement, the Plan, and the other Transaction Agreements to which it will be a party as contemplated by this Agreement and the Plan and, (i) subject to entry of the BCA Approval Order, to perform BCA Approval Obligations, (ii) subject to entry of the Plan Solicitation Order, to perform its obligations under the Rights Offering Procedures, including issuance of the Rights and (iii) subject to entry of the Confirmation Order, to perform its other obligations hereunder and under the Plan and to consummate the transactions Rights Offering contemplated hereby. Each of hereunder and by the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated herebyRights Offering Procedures, including the redemption issuance of the Class C Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and the execution, delivery other transactions contemplated hereby and performance thereby. Subject to receipt of the Ancillary Agreements and foregoing Orders, the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and Debtors has or, to the consummation of extent executed in the transactions contemplated therebyfuture, shall have been duly authorized by when executed, taken all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on required for the part of the GE Entities is necessary to authorize the due authorization, execution, delivery and performance by the GE Entities it of the this Agreement and the consummation other Transaction Agreements, including the issuance of the Rights, the Rights Offering Shares pursuant to the Rights Offering and the Investor Shares, and no other corporate proceedings on the part of such Debtor are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such Subsidiary is a party and, subject to entry of the Confirmation Order, to perform its obligations thereunder. Each of the Debtors’ Subsidiaries has or, to the extent executed in the future, shall have when executed, taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of each Transaction Agreement to which such Subsidiary is a party. (c) Prior to the execution by the Debtors and filing with the Bankruptcy Court of the Plan, the Company and each of the other Debtors executing the Plan will have the requisite power and authority (corporate or otherwise) to execute the Plan and to file the Plan with the Bankruptcy Court and, subject to entry of the Confirmation Order, to perform its obligations thereunder, and will have taken all necessary actions (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of the Plan. (d) GGS Holdings, when organized by the Debtors, will have the requisite limited liability company power and authority, subject to entry of the Confirmation Order, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of this Agreement, the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements Rights Offering Procedures and the other agreementsPlan, documents to enter into, execute and instruments deliver all Transaction Agreements to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing which it will be duly executed a party as contemplated by this Agreement, the Rights Offering Procedures and delivered by the Plan and to perform its obligations under each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termssuch Transaction Agreement.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Plan Solicitation Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the debtor-in-possession credit agreement for the DIP Facility to be entered into in accordance with the DIP Orders, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the UPA Approval Order and, with respect to property in Canada, the corresponding Recognition Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each UPA Approval Obligations and (ii) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver UPA Consummation Approval Order, the Ancillary Agreements Confirmation Order, and the other agreementscorresponding Recognition Orders, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to perform each of its other obligations hereunder, to enter into, execute and deliver each Plan-Related Document, each Rights Offering Document, each Reorganized Holdings Corporate Document and all other documents, agreements, certificates, supplements, and instruments referred to or contemplated herein or therein or hereunder or thereunder to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan-Related Documents, the Reorganized Holdings Corporate Documents, and such other documents, agreements, certificates, supplements, and instruments referred to or contemplated herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the UPA Consummation Approval Order, the Confirmation Order, and, with respect to property in Canada, the corresponding Recognition Orders, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the UPA Consummation Approval Order, the Confirmation Order, and the corresponding Recognition Orders, the execution and delivery of this Agreement and each of the other Transaction Agreements to which such other Debtor is a party and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed and delivered by or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the UPA Consummation Approval Order, the Confirmation Order, and, with respect to property in Canada, the corresponding Recognition Orders, each of the GE Entities Company and Parent the other Debtors has the requisite corporate power and constitutes authority to perform its obligations under the legalPlan, valid and binding obligation of each has taken all necessary corporate actions required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of the GE Entities and Parent ASD has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. Each ASD and each of its Affiliates which will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent ASD and the consummation by each of the GE Entities and Parent ASD of the transactions contemplated hereby, including the redemption of the Class C Sharesby this Agreement, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by ASD and each of the GE Entities and Parent its Affiliates which is a party thereto and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been (and on the Closing Date, each of the Local Purchase Agreements and the Ancillary Agreements will be) duly and validly executed and delivered by ASD and each of its Affiliates to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by each of the GE Entities Buyers and Parent the Designated Buyers to the extent it is a party, each of this Agreement and such other agreements constitutes (or, in the legalcase of agreements executed after the date of this Agreement, will be once executed) a valid and binding obligation of each of ASD and its Affiliates to the GE Entities and Parentextent it is a party hereto or thereto, enforceable against each of the GE Entities and Parent such Person in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each The stockholders of the GE Entities Company ----------------------------- are, prior to the sales and Parent issuances contemplated hereby, the lawful, beneficial and record owners of the shares of the Company's Common Stock, Class A Common Stock, Series A redeemable preferred stock, Series B convertible preferred stock and Series C convertible preferred stock, as set forth on 4(a). The Company has all requisite corporate the full legal right, power and authority to enter into ---- this Agreement, the Second Amended and deliver Restated Securityholders' Agreement dated as of the date hereof by and among the Company, the Investors and certain of the stockholders of the Company (the "Amended Securityholders' Agreement") and the Second Amended and Restated Registration Rights Agreement dated as of the date hereof by and among the Company, and the persons listed on Schedule 1, Schedule 2 and Schedule 3 thereto (the "Amended Registration Rights Agreement". The Company further has the full right, power and authority to issue and sell the shares of Series D Preferred Stock pursuant to this Agreement and to consummate issue the transactions contemplated hereby. Each Conversion Shares issuable upon conversion of the GE Entities Series D Preferred Stock in accordance with the terms of the Certificate of Designations, Preferences and Parent Rights of the Series D Preferred Stock (the "Series D Certificate of Designations") and the delivery to Investors of the Series D Preferred Stock pursuant to the provisions of this Agreement will transfer to the Investors valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind except as set forth on Schedule 4(a). The Company also has all requisite corporate ------------- the full legal right, power and authority to execute and deliver increase the Ancillary Agreements and number of shares of Common Stock reserved for issuance under its Long Term Equity Compensation Plan (the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements "Plan") and to consummate amend the transactions contemplated thereby. The executionCertificate of Designations, delivery Preferences and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part Rights of each of the GE Entities its Series B convertible preferred stock and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Series C convertible preferred stock. This Agreement and the consummation by it of Amended Securityholders' Agreement, the transactions contemplated hereby. This Amended Registration Rights Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments Series D Certificate of Designations are collectively referred to be executed and delivered by each of herein as the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms"Transaction Documents".

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the BCA Approval Order, to enter into into, execute and deliver this Agreement Agreement, and (ii) subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, to perform the BCA Approval Obligations and to consummate the transactions contemplated hereby. Each of herein and in the GE Entities and Parent has all requisite corporate power and authority Plan, to enter into, execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Restructuring Support Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings (corporate or otherwise) on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the BCA Approval Order and delivered by the Confirmation Order, each of the GE Entities Company and Parent the other Debtors has the requisite power and constitutes authority (corporate or otherwise) to perform its obligations under the legalPlan, valid and binding obligation of each has taken or shall take all necessary actions (corporate or otherwise) required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each (a) The Company has, subject to entry of the GE Entities EPCA Approval Order and Parent has all the Confirmation Order, the requisite corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each EPCA Approval Obligations and (B) to perform each of its other obligations hereunder and (ii) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreementsDisclosure Statement Order, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, the New Reorganized Debt, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, the execution and delivery of the Transaction Agreements to which such Debtor is party and the consummation of the transactions contemplated thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of Transaction Agreements to which such Debtor is party or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereby.

Corporate Power and Authority. Each of Buyer and the GE Entities and Parent has Designated Buyers have all requisite corporate power and authority to enter into and deliver this Agreement and and, subject to receiving the Required Antitrust Approvals, to consummate the transactions contemplated herebyby this Agreement. Each Buyer and each of the GE Entities and Parent Designated Buyers which will be a party to the Ancillary Agreements has all requisite corporate power or similar power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Buyer and the consummation by each of the GE Entities and Parent Buyer of the transactions contemplated hereby, including the redemption of the Class C Sharesby this Agreement, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Buyer and each of the GE Entities and Parent Designated Buyers party thereto, and the consummation of the transactions contemplated thereby, hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been (and on the Closing Date, each of the Ancillary Agreements will be) duly and validly executed and delivered by Buyer and each of the Designated Buyers to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by each Seller and each of their respective Affiliates to the GE Entities extent it is a party, and Parent each of this Agreement and such other agreements constitutes (or, in the case of agreements executed after the date of this Agreement, will be once executed) a legal, valid and binding obligation of each of Buyer and the GE Entities and ParentDesignated Buyers to the extent it is a party hereto or thereto, enforceable against each of the GE Entities and Parent such Person in accordance with its terms. The Ancillary Agreements , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and the other agreements, documents similar Laws of general applicability relating to or affecting creditors' rights and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsgeneral equity principles.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Approval Order, documents the Disclosure Statement Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Debtors, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the Backstop Order, to enter into into, execute and deliver this Agreement, and (ii) subject to (A) entry of the Backstop Order, the Disclosure Statement Order and the Confirmation Order and (B) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, to perform its obligations under this Agreement and the Backstop Order and to consummate the transactions contemplated hereby. Each of herein and in the GE Entities Plan and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Restructuring Support Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its other obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to (i) entry of the Backstop Order, the Disclosure Statement Order, the Financing Order and the Confirmation Order, (ii) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters and (iii) obtaining the necessary shareholders’ approval by each of the other Debtors to effectuate the Restructuring Transactions set forth in the Plan, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the Backstop Order and delivered the Confirmation Order and to obtaining (i) the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan; (ii) the necessary Board approval of the Designated Board Matters; and (iii) the necessary shareholders’ approval by each of the GE Entities and Parent and constitutes other Debtors to effectuate the legalRestructuring Transactions set forth in the Plan, valid and binding obligation of each of the GE Entities Company and Parentthe other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, enforceable against each and has taken or shall take all necessary corporate actions required for the due consummation of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of GM and each of its subsidiaries (other than with respect to actions taken by Xxxxxx and the GE Entities and Parent subsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization (as defined in the Xxxxxx Distribution Agreement)) has all requisite corporate power and authority to enter into and deliver this Agreement and all other Transaction Agreements (as defined below) to which GM or such subsidiary, as applicable, is or will be a party and to consummate the transactions on its part contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement hereby or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, execution and delivery and performance of this Agreement by each and, subject to the receipt of the GE Entities and Parent and the consummation by each approval of the GE Entities and Parent of the transactions contemplated herebyGM common stockholders described in Section 2.7 below, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions on its part contemplated thereby, hereby have been duly authorized by all necessary corporate action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyGM. This Agreement has been duly executed and delivered by each of the GE Entities and Parent GM, and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentGM, enforceable against each of the GE Entities and Parent it in accordance with its terms. The Ancillary Agreements execution and the other agreements, documents and instruments to be executed and delivered by delivery of each of the GE Entities in connection other Transaction Agreements to which GM or any of its subsidiaries (other than with this Agreement respect to actions taken by Xxxxxx and the subsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization) is or the Ancillary Agreements at the Closing will be a party and the consummation of the transactions on its part contemplated thereby have been, or prior to the execution thereof by GM or such subsidiary, as applicable, will be, duly authorized by all necessary corporate action on the part of GM or such subsidiary, as applicable (subject, in the case of the Xxxxxx Distribution Agreement, to the receipt of the approval of GM common stockholders described in Section 2.7 below), and, when so executed and delivered by each of the GE Entities and delivered, will constitute the legal, valid and binding obligations obligation of GM or such subsidiary, as applicable, enforceable against it in accordance with its terms. "Transaction Agreements" means, collectively, (i) this Agreement; (ii) the Xxxxxx Distribution Agreement; (iii) the Xxxxxx Merger Agreement; and (iv) the Separation Agreement and each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsother agreements contemplated thereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the PPA and BCA Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform its obligations under Section 9.5(b) hereunder, subject to the transactions contemplated hereby. Each terms and conditions set forth in this Agreement and (ii) subject to entry of the GE Entities PPA and Parent has all requisite corporate power and authority to execute and deliver BCA Approval Order, the Ancillary Agreements Disclosure Statement Order, and the other agreementsConfirmation Order, documents to perform the PPA and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements BCA Approval Obligations and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Each of the other Debtors has the requisite power and authority (corporate or otherwise) subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order and the Confirmation Order, to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the PPA and BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Company, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Plan Solicitation Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, any debtor-in-possession credit agreement for the DIP Facility entered into in accordance with the DIP Orders, the Exit RBL Facility, the Exit Term Loans, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Plan Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to perform the Commitment Agreement Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its other obligations hereunder and (ii) subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, to consummate the transactions Investment that is contemplated hereby. Each of the GE Entities herein, and Parent has all requisite corporate power and authority to enter into, execute and deliver the Ancillary Agreements all agreements to which it will be a party that are required to implement this Agreement and the other agreementsInvestment (which, documents for the avoidance of doubt, shall include, without limitation, the Plan, the Plan Supplement, the Disclosure Statement, the Solicitation Materials, the Rights Offering Materials and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements Rights Offering Procedures) (collectively, the “Transaction Agreements”), and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Debtors, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Confirmation Order, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Amended RBL Credit Agreement, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby or thereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to the entry of the BCA Consummation Approval Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to the entry of the GE Entities BCA Consummation Approval Order and Parent has all requisite corporate power the Confirmation Order, to perform each of its other‌ obligations hereunder and authority (ii) subject to the entry of the Confirmation Order, to enter into, execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to the entry of the BCA Consummation Approval Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to the entry of the BCA Consummation Approval Order and delivered by the Confirmation Order, each of the GE Entities Company and Parent the other Debtors has the requisite corporate power and constitutes authority to perform its obligations under the legalPlan, valid and binding obligation of each has taken all necessary corporate actions required for the due consummation of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each of the GE Entities NFP and Parent Subcorp has all requisite corporate power and authority to enter into and deliver this Agreement and, in the case of NFP, the Management Agreement, Administrative Services Agreement and the Lock-Up Agreements and any other agreement or document entered into in connection herewith or therewith, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. Each by this Agreement, and in the case of NFP, the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Management Agreement, Administrative Services Agreements and the Lock-Up Agreements. The execution and delivery of this Agreement, and in the case of NFP, the Management Agreement, the Administrative Services Agreement and the Lock-Up Agreements, and any other agreements, documents and instruments to be executed and delivered by it agreement or document entered into in connection with this Agreement herewith or the Ancillary Agreements and to consummate the transactions contemplated thereby. The executiontherewith, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by all necessary corporate action on the part of each of NFP and Subcorp and by NFP in its capacity as the GE Entities and Parentsole stockholder of Subcorp, and no additional other corporate action or corporate proceeding stockholder proceedings on the part party of the GE Entities is NFP or Subcorp are necessary to authorize approve this Agreement or in the executioncase of NFP, delivery and performance by the GE Entities of the Management Agreement and the consummation by it of Lock-Up Agreements, or any other agreement or document entered into in connection herewith or therewith, or to consummate the transactions contemplated herebyhereby and thereby, as the case may be. This Agreement Agreement, and any other agreement or document entered into in connection herewith, has been duly and validly executed and delivered by each of NFP and Subcorp, and, assuming the GE Entities due authorization, execution and Parent and constitutes the legal, valid and binding obligation of each delivery of the GE Entities and Parentother parties hereto or thereto, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute constitutes the legal, valid and binding obligations of each of the GE EntitiesNFP and Subcorp, enforceable against each of the GE Entities them in accordance with their respective its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Upon the execution and delivery thereof, the Management Agreement, the Administrative Services Agreement and the Lock-Up Agreements will, assuming the due authorization, execution and delivery of the other parties thereto, constitute the legal, valid and binding obligation of NFP, enforceable against NFP in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Corporate Power and Authority. Each of the GE Entities Office Depot, Merger Sub Two and Parent Merger Sub Three has all requisite corporate or company power and authority to enter into and deliver this Agreement and, subject to (i) receipt of the Office Depot Stockholder Approval, (ii) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to the Second Merger and (iii) approval of this Agreement by Office Depot as the sole member of Merger Sub Three with respect to the Third Merger, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyAgreement. The execution, execution and delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated therebyby this Agreement by Office Depot, Merger Sub Two and Merger Sub Three have been duly authorized by all necessary corporate or company action on the part of each of the GE Entities Office Depot, Merger Sub Two and ParentMerger Sub Three, and no additional corporate action or corporate proceeding on the part subject to (A) receipt of the GE Entities is necessary Office Depot Stockholder Approval, (B) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to authorize the execution, delivery Second Merger and performance (C) approval of this Agreement by Office Depot as the GE Entities sole member of Merger Sub Three with respect to the Agreement and the consummation by it of the transactions contemplated herebyThird Merger. This Agreement has been duly executed and delivered by each of the GE Entities Office Depot, Merger Sub Two and Parent Merger Sub Three, and, assuming due authorization, execution and delivery by OfficeMax, Mapleby Holdco and Merger Sub One, constitutes the legal, valid and binding obligation of each of the GE Entities Office Depot, Merger Sub Two and Parent, Merger Sub Three enforceable against each of the GE Entities and Parent them in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each affirmative vote of a majority of the GE Entities in connection with votes cast on a proposal approving the issuance of shares of Office Depot Common Stock pursuant to this Agreement or the Ancillary Agreements at the Closing will be duly executed Office Depot Stockholders Meeting by holders of shares of Office Depot Preferred Stock and delivered by each shares of Office Depot Common Stock entitled to vote thereon on the record date for the Office Depot Stockholders Meeting, voting together as a single class, is the only vote of the GE Entities and will constitute holders of any class or series of capital stock of Office Depot necessary to approve the legaltransactions contemplated by this Agreement (the “Office Depot Stockholder Approval”), valid and binding obligations of each provided that the total votes cast on such proposal represents over 50% of the GE Entities, enforceable against each aggregate outstanding shares of Office Depot Preferred Stock (on an as-converted basis) and shares of Office Depot Common Stock entitled to vote thereon on the GE Entities in accordance with their respective termsrecord date for the Office Depot Stockholders Meeting.

Corporate Power and Authority. Each Xxxxxx and each of its Subsidiaries that is or will be a party to the GE Entities and Parent Transaction Agreements has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Transaction Agreements and to consummate the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and the Tax Matters Agreement by each of Xxxxxx and the GE Entities and Parent Company and the consummation by each of Xxxxxx and the GE Entities and Parent Company of the transactions contemplated hereby, including the redemption of the Class C Shareshereby and thereby, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Transaction Agreements by Xxxxxx and each of its Subsidiaries that is, or, as of the GE Entities and Parent Closing, will be, a party thereto and the consummation of the transactions contemplated thereby, have been been, or, with respect to the other Transaction Agreements and the transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary action or proceeding on the part of each such Person. Each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the this Agreement and the consummation by it of the transactions contemplated hereby. This Tax Matters Agreement has been duly executed and delivered by each of Xxxxxx and the GE Entities and Parent Company and constitutes the legal, valid and binding obligation of each of Xxxxxx and the GE Entities and ParentCompany, enforceable against each of the GE Entities and Parent such Person in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies (collectively, the “Enforceability Exceptions”)). The Ancillary other Transaction Agreements and the other agreementswill, documents and instruments to be executed and delivered by each as of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will Closing, be duly executed and delivered by Xxxxxx and each of its Subsidiaries that is or is specified to be a party thereto and will, as of the GE Entities and will Closing, constitute the legal, valid and binding obligations of Xxxxxx and each of the GE Entitiessuch Subsidiary, enforceable against each of the GE Entities such Person in accordance with their respective terms, subject to the Enforceability Exceptions. The Station Subsidiary has all requisite corporate power and authority to consummate the Reorganization, and the undertaking of the Reorganization has been, or will be as of the Closing, duly authorized by all necessary action or proceedings on the part of such Person.

Corporate Power and Authority. Each of the GE Entities and Parent (a) The Company has all requisite corporate power and authority to enter into (i) execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each perform its Prepetition Obligations and subject to entry of the GE Entities Backstop Order and Parent has all requisite corporate power Confirmation Order, perform each of its Postpetition Obligations hereunder and authority to (ii) enter into, execute and deliver the Ancillary other Fundamental Implementation Agreements and all agreements, when entered into, to which it will be a party as contemplated, hereby, thereby and by the Definitive Restructuring Documents (the Fundamental Implementation Agreements, the Definitive Restructuring Documents and such other agreements, documents collectively, the “Transaction Agreements”) and instruments to perform its Prepetition Obligations and subject to the entry of the Backstop Order, the Cash Collateral Orders and the Confirmation Order, as applicable, its Postpetition Obligations under each of the Transaction Agreements. Subject to the receipt of the foregoing Orders, no other corporate proceedings on the part of the Company are or will be executed and delivered by it in connection with necessary to authorize this Agreement or, when entered into, any of the other Transaction Agreements or the Ancillary Agreements and to consummate the transactions contemplated hereby or thereby. (b) Each Debtor Subsidiary has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such Debtor Subsidiary is a party and to perform its obligations thereunder. The execution, execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated therebyhereby and thereby (subject to the entry of the Backstop Order, the Cash Collateral Orders and the Confirmation Order) have been or, when entered into, will be duly authorized by all necessary requisite corporate action on behalf of each Debtor Subsidiary, and no other corporate proceedings on the part of any other Debtor Subsidiary is or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the Backstop Order and the Confirmation Order, each of the GE Entities Company and Parentthe other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, and no additional has taken all necessary corporate action or corporate proceeding on actions required for the part due consummation of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. (a) Each of the GE Entities and Parent Seller has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement, subject only, with respect to the sale by Parent of its direct and indirect interest in the Analytical Technologies Business pursuant to the provisions of this Agreement, to approval by the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the votes cast by holders of common shares of Parent (a "Share" or, collectively, the "Shares") present in person or by proxy and entitled to vote on such matter at the Shareholders Meeting duly called and held for such purpose with the quorum requirement for such vote being no less than twenty-five percent (25%) of the Shares outstanding (the "Requisite Vote"). Each Seller and each of its Affiliates that will be a party to the GE Entities and Parent Ancillary Agreements has all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Agreements, and, subject to receiving the Required Antitrust Approvals, to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Sellers and the consummation by each of the GE Entities and Parent Sellers of the transactions contemplated hereby, including the redemption of the Class C Sharesby this Agreement, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Parent and each of the GE Entities and Parent its Affiliates that is a party thereto and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other similar action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been (and on the Closing Date, each of the Ancillary Agreements will be) duly and validly executed and delivered by each Seller and each of its Affiliates to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by each of Buyer and the GE Entities Designated Buyers to the extent it is a party, each of this Agreement and Parent and such other agreements constitutes (or, in the case of agreements executed after the date of this Agreement, will be once executed) a legal, valid and binding obligation of each of Parent and its Affiliates to the GE Entities and Parentextent it is a party hereto or thereto, enforceable against each of the GE Entities and Parent such Person in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Ancillary AB Joint Venture Agreements constitute all agreements (other than de minimis exceptions) that govern the relationship between Parent, on the one hand, and Life Tech, on the other agreementshand relating to the Analytical Technologies Business. The PE Joint Venture Agreements constitute all agreements (other than de minimis exceptions) that govern the relationship between Parent, documents on the one hand, and instruments PerkinElmer Inc., on the other hand, relating to be executed the Analytical Technologies Business. (b) Subject only to Section 7.26(b), (i) the board of directors of Parent (x) has unanimously determined that the transactions contemplated by this Agreement are fair to the Shareholders and delivered by each are in the best interests of Parent, and (y) has unanimously resolved to recommend that Shareholders vote in favor of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed Shareholder Resolution, and delivered by (ii) each member of the GE Entities and will constitute the legal, valid and binding obligations board of each directors of Parent has advised Parent that he or she intends to vote all Shares held by such director in favor of the GE EntitiesShareholder Resolution and will, enforceable against each of accordingly, so represent in the GE Entities in accordance with their respective termsProxy Circular.

Corporate Power and Authority. Each of The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Backstop Commitment Agreement Approval Order and the Confirmation Order and the terms thereof, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Backstop Commitment Agreement Approval Order and the Confirmation Order and the terms thereof, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Backstop Commitment Agreement Approval Order, documents the Disclosure Statement Order, the Confirmation Order and instruments to be executed the DIP Order and delivered by it in connection with this Agreement or the Ancillary Agreements and terms thereof, to consummate the transactions contemplated therebyherein and by the Restructuring Support Agreement, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Restructuring Support Agreement (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the DIP Credit Agreements, the Exit Facility, the Registration Rights Agreement and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsCompany.

Corporate Power and Authority. Each of the GE Entities and Parent has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C SharesOmimex Group, and all other agreements by and among the executionparties related herewith, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by all requisite corporate action and no further action or approval is required in order to permit each of the Omimex Group to consummate the transactions contemplated hereby and thereby. This Agreement has been duly constitutes, and all other agreements by and among the parties related herewith, when executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreementsterms thereof, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE EntitiesOmimex Group, enforceable against each of the GE Entities in accordance with their respective terms, except for the Equitable Exceptions. Each member of the Omimex Group has full power, authority and legal right to enter into this Agreement, and all other agreements by and among the parties related herewith, and to consummate the transactions contemplated hereby and thereby. The making and performance of this Agreement, and all other agreements by and among the parties related herewith, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (a) conflict with the Certificate of Incorporation or the Bylaws of each of the Omimex Group, (b) result in any breach or termination of, or constitute a default under, or constitute an event that with notice or lapse of time, or both, would become a default under, or result in the creation of any Encumbrance upon any of the OPI Assets under, or create any rights of termination, cancellation or acceleration in any person under, any OPI Contract, or violate any order, writ, injunction or decree, to which each of the Omimex Group is a party, by which any of the OPI Assets, business or operations of each of the Omimex Group may be bound or affected or under which any of the OPI Assets receive benefits, (c) result in the loss or adverse modification of any OPI material permits, licenses or concessions or (d) result in the violation of any provisions of law applicable to OPI, the violation of which could have an OPI Material Adverse Effect on any of the Omimex Group.

Corporate Power and Authority. Each of the GE Entities Parent and Parent HCI has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of Parent and HCI and each of their respective Affiliates that will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities Parent and Parent HCI and the consummation by each of the GE Entities Parent and Parent HCI of the transactions contemplated or to be consummated by each of them hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Parent, HCI and each of their respective Affiliates that is, or, as of the GE Entities and Parent Closing, will be a party thereto and the consummation of the transactions contemplated thereby, have been been, or, with respect to the Ancillary Agreements and any such other agreements, documents or instruments to be entered into after the date hereof and the transactions contemplated thereby, will, as of the Closing, be duly authorized by all necessary action or proceeding on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been duly executed and delivered by each of the GE Entities Parent and Parent HCI and constitutes the legal, valid and binding obligation of each of the GE Entities Parent and ParentHCI, enforceable against each of the GE Entities and Parent such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will will, as of the Closing, be duly executed and delivered by each of Parent, HCI and their respective Affiliates that are or are specified to be, a party thereto and will, as of the GE Entities and will Closing, constitute the legal, valid and binding obligations of each of the GE EntitiesParent, HCI and such Affiliates, enforceable against each of the GE Entities such Person in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the Approval Order, documents the Disclosure Statement Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 21 of 60 thereto, and no other proceedings on the GE Entities and Parent, enforceable against each part of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Debtors, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of the GE Entities and Parent has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions all other agreements contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent hereby and the consummation of the transactions contemplated thereby, hereby have been duly authorized by all necessary corporate action on the part of each of the GE Entities Borrower and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyPaycenters. This Agreement has been duly executed and delivered by each of the GE Entities Borrower and Parent and constitutes the legal, is a valid and binding obligation of each of the GE Entities Borrower and Parent, Paycenters enforceable against each of the GE Entities and Parent in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditor’s rights generally, general equitable principles and the discretion of courts in granting equitable remedies. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) contravene any provision of the Articles of Organization, Operating Agreement, Member Control Agreement, Articles of Incorporation, Bylaws or other governing document of the Borrower or the Subsidiaries; (b) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation or any decree, writ, injunction, judgment or order of any court or administrative or other governmental body or of any arbitration award which is either applicable to, binding upon or enforceable against the Borrower or the Subsidiaries; or (c) conflict with, result in any breach of or default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any material mortgage, contract, agreement, lease, license, indenture, will, trust or other instrument which is binding upon or enforceable against the Borrower or Subsidiaries. The Ancillary Agreements Board of Directors of the Borrower and the other Board of Governors or Board of Directors of the Subsidiaries have, by action at a duly called held meeting: (i) determined that this Agreement and the transactions contemplated hereby are, and will be, advisable, fair and in the best interests of the Borrower or Paycenters, as is relevant, and its shareholders or members, and (ii) approved this Agreement, and all related agreements, documents exhibits, schedules and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termstransactions contemplated hereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) subject to entry of the Backstop Order, to enter into into, execute and deliver this Agreement, and (ii) subject to entry of the Backstop Order, the Disclosure Statement Order, and the Confirmation Order, and to obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, to perform its obligations under this Agreement and the Backstop Order and to consummate the transactions contemplated hereby. Each of herein and in the GE Entities Plan and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements Registration Rights Agreement and all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Restructuring Support Agreement, the Registration Rights Agreement and such other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or collectively, the Ancillary Agreements “Transaction Agreements”) and to consummate perform its other obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize this Agreement or any of the executionother Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to (i) entry of the Backstop Order, delivery the Disclosure Statement Order, the Financing Order and performance the Confirmation Order, (ii) obtaining the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan and the necessary Board approval of the Designated Board Matters, (iii) obtaining the necessary shareholders’ approval by each of the other Debtors to effectuate the Restructuring Transactions set forth in the Plan and the Permitted DIP Refinancing (if and to the extent applicable), and (iv) in connection with the Colombian Debtors, if applicable, the authorization by the GE Entities Superintendence of Companies of Colombia to enter into the respective DIP Facility Documents, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to the receipt of the foregoing Orders and approvals, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of each other Debtor party thereto, and no other corporate proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement has been duly executed or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (c) Subject to entry of the Backstop Order and delivered the Confirmation Order and to obtaining (i) the necessary shareholders’ approval to effectuate the Restructuring Transactions set forth in the Plan; (ii) the necessary Board approval of the Designated Board Matters; and (iii) the necessary shareholders’ approval by each of the GE Entities other Debtors to effectuate the Restructuring Transactions set forth in the Plan and Parent the Permitted DIP Refinancing (if and constitutes to the legalextent applicable), valid and binding obligation of each of the GE Entities Company and Parentthe other Debtors has the requisite corporate power and authority to perform its obligations under the Plan, enforceable against each and has taken or shall take all necessary corporate actions required for the due consummation of the GE Entities and Parent Plan in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective terms.

Corporate Power and Authority. Each (a) The Company has, subject to entry of the GE Entities EPCA Approval Order, the Order approving the Rights Offering Procedures and Parent has all the Confirmation Order, the requisite corporate power and authority (i) (A) to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each EPCA Approval Obligations and (B) to perform each of its other obligations hereunder and (ii) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreementsDisclosure Statement Order, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support Agreement, the Rights Offering Procedures, the New Reorganized Debt, and such other agreements and any Plan Supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, the execution and delivery of the Transaction Agreements to which such Debtor is party and the consummation of the transactions contemplated thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of Transaction Agreements to which such Debtor is party or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation of each of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities and will constitute the legal, valid and binding obligations of each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsthereby.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to perform the BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its other obligations hereunder and (ii) subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, to consummate the transactions sale of New Second Lien PIK Toggle Notes that is contemplated hereby. Each of the GE Entities herein, and Parent has all requisite corporate power and authority to enter into, execute and deliver the Ancillary Agreements all agreements to which it will be a party that are required to implement this Agreement and the other agreementssale of the New Second Lien PIK Toggle Notes collectively, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements “Transaction Agreements”) and to consummate perform its obligations under each of the transactions contemplated therebyTransaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Reorganized Debtors, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of (a) The Company has the GE Entities and Parent has all requisite corporate power and authority (i) (A) subject to entry of the BCA Approval Order and the Confirmation Order, to enter into into, execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. Each BCA Approval Obligations and (B) subject to entry of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements BCA Approval Order and the Confirmation Order, to perform each of its other agreementsobligations hereunder and (ii) subject to entry of the BCA Approval Order, documents the Disclosure Statement Order, and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and Confirmation Order, to consummate the transactions contemplated therebyherein and in the Plan, to enter into, execute and deliver all agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Exit Facility and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). The executionSubject to the receipt of the foregoing Orders, as applicable, the execution and delivery and performance of this Agreement by and each of the GE Entities and Parent and the consummation by each of the GE Entities and Parent of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary other Transaction Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby and thereby have been or will be duly authorized by all necessary requisite corporate action on the part of each behalf of the GE Entities and ParentCompany, and no additional other corporate action or corporate proceeding proceedings on the part of the GE Entities is Company are or will be necessary to authorize the execution, delivery and performance by the GE Entities this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) Subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, each of the other Debtors has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the BCA Approval Order, the Disclosure Statement Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation by it of the transactions contemplated hereby. This Agreement has hereby and thereby have been or will be duly executed and delivered authorized by each of the GE Entities and Parent and constitutes the legal, valid and binding obligation all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of the GE Entities and Parent, enforceable against each of the GE Entities and Parent in accordance with its terms. The Ancillary Agreements and the any other agreements, documents and instruments Debtor party thereto are or will be necessary to be executed and delivered by each of the GE Entities in connection with authorize this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each any of the GE Entities and will constitute other Transaction Agreements or to consummate the legaltransactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, valid and binding obligations the Company makes no express or implied representations or warranties, on behalf of each of itself or the GE Entitiesother Debtors, enforceable against each of with respect to actions (including in the GE Entities in accordance with their respective termsforegoing) to be undertaken by the Company, which such actions shall be governed by the Plan.

Corporate Power and Authority. Each of GM and each of its subsidiaries (other than with respect to actions taken by Xxxxxx and the GE Entities and Parent subsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization (as defined in the Xxxxxx Distribution Agreement)) has all requisite requi- site corporate power and authority to enter into and deliver this Agreement and all other Transaction Agreements (as defined below) to which GM or such subsidiary, as applicable, is or will be a party and to consummate the transactions contemplated hereby. Each of the GE Entities and Parent has all requisite corporate power and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement on its part contem- plated hereby or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, execution and delivery and performance of this Agreement by each and, subject to the receipt of the GE Entities and Parent and approval of GM common stockholders described in Section 2.7 below, the consummation by each of the GE Entities and Parent consum- mation of the transactions on its part contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities and Parent and the consummation of the transactions contemplated thereby, hereby have been duly authorized by all necessary corporate action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebyGM. This Agreement has been duly executed and delivered deliv- ered by each of the GE Entities and Parent GM, and constitutes the legal, valid and binding obligation obli- gation of each of the GE Entities and ParentGM, enforceable against each of the GE Entities and Parent it in accordance with its terms. The Ancillary Agreements execution and the other agreements, documents and instruments to be executed and delivered by delivery of each of the GE Entities in connection other Trans- action Agreements to which GM or any of its subsidiaries (other than with this Agreement respect to actions taken by Xxxxxx and the subsidiar- ies of Xxxxxx after giving effect to the consummation of the HEC Reorganization) is or the Ancillary Agreements at the Closing will be a party and the consummation of the transactions on its part contemplated thereby have been, or prior to the execution thereof by GM or such subsidiary, as applicable, will be, duly authorized by all necessary corporate action on the part of GM or such subsidiary, as applicable (subject, in the case of the Xxxxxx Distribution Agreement, to the receipt of the approval of GM common stockholders described in Section 2.7 below), and, when so executed and delivered by each of the GE Entities and delivered, will constitute the legal, valid and binding obligations obligation of GM or such subsidiary, as applicable, enforceable against it in accordance with its terms. "Transaction Agreements" means, collectively, (i) this Agreement; (ii) the Xxxxxx Distribution Agreement; (iii) the Xxxxxx Merger Agreement; and (iv) the Sep- aration Agreement and each of the GE Entities, enforceable against each of the GE Entities in accordance with their respective termsother agreements contemplated thereby.

Corporate Power and Authority. Each of the GE Entities and Parent Purchasers has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the GE Entities Purchasers and Parent their respective Affiliates which will be a party to the Ancillary Agreements has all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, EXECUTION COPY -------------- documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Purchasers and the consummation by each of the GE Entities and Parent Purchasers of the transactions contemplated hereby, including the redemption of the Class C Shares, and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by each of the GE Entities Purchasers and Parent their respective Affiliates which is a party thereto and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of each of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part of the GE Entities is necessary to authorize the execution, delivery and performance by the GE Entities of the Agreement and the consummation by it of the transactions contemplated herebysuch Person. This Agreement has been duly executed and delivered by each of the GE Entities and Parent Purchaser and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentPurchaser, enforceable against each of the GE Entities and Parent Purchaser in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities Purchasers and their respective Affiliates which are a party thereto and will constitute the legal, valid and binding obligations of each of the GE EntitiesPurchasers and their respective Affiliates which are a party thereto, enforceable against each of the GE Entities such Person in accordance with their respective terms.

Corporate Power and Authority. Each of the GE Entities and Parent The Seller has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated herebyhereby (including the Reorganization and the Organizational Restructuring). Each The Seller and each of its Affiliates which will be a party to the GE Entities and Parent has Ancillary Agreements have all requisite corporate power or other power, as the case may be, and authority to execute and deliver the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by each of the GE Entities and Parent Seller and the consummation by each of the GE Entities and Parent it of the transactions contemplated hereby, hereby (including the redemption of Reorganization and the Class C SharesOrganizational Restructuring), and the execution, delivery and performance of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by the Seller and each of the GE Entities and Parent its Affiliates which is a party thereto and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of each such Person. No vote or approval of the GE Entities and Parent, and no additional corporate action or corporate proceeding on the part stockholders of the GE Entities Seller is necessary required for the Seller to authorize enter into and deliver this Agreement or the execution, delivery and performance by Ancillary Agreements or for the GE Entities of the Agreement and the consummation by it of Seller to consummate the transactions contemplated herebyhereby (including the Reorganization and the Organizational Restructuring). This Agreement has been duly executed and delivered by each of the GE Entities and Parent Seller and constitutes the legal, valid and binding obligation of each of the GE Entities and ParentSeller, enforceable against each of the GE Entities and Parent Seller in accordance with its terms. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by each of the GE Entities in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by each of the GE Entities Seller and its Affiliates which are a party thereto and will constitute the legal, valid and binding obligations of each of the GE EntitiesSeller and such Affiliates which are a party thereto, enforceable against each of the GE Entities such Person in accordance with their respective terms.