Common use of Organization and Business; Power and Authority Clause in Contracts

Organization and Business; Power and Authority. (a) Each of the FC Parties and each of the Auto Entities (i) is an organization of the type specified opposite its name on Schedule 2.1(a) hereto, (ii) is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized (as specified in such schedule), and (iii) has all requisite power and authority (corporate or other) to conduct its business. Auto-GP is the sole general partner of Funding. CLC owns, of record and beneficially, 80% of the capital stock of Auto-GP. CLC owns 79.2% of record, and 80% beneficially, of the equity interests in Funding. Funding conducts no business or activities other than being a limited partner of Drive; Auto-GP conducts no business or activities other than being the sole general partner of Funding. (b) Each Relevant FC Entity has the necessary power and authority (corporate or otherwise, as applicable), and all necessary franchises, permits, licenses and other rights and privileges, to enter into and perform its obligations under this Agreement and each other Related Document to which it is a party, and (in the case of the Selling Entities) to sell or otherwise transfer the Subject Securities contemplated to be sold or otherwise transferred in accordance herewith. The execution, delivery and performance of this Agreement and each of the other Related Documents to which a Relevant FC Entity is a party have, as to such Relevant FC Entity, been duly authorized by all necessary corporate or other applicable action by such Relevant FC Entity. No Government Authorization or Private Authorization that has not been obtained is required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity, except for (x) those listed in Schedule 2.1(c) hereto to be obtained after the date hereof and before the Closing Date, all of which will be obtained by the Closing Date, and (y) Private Authorizations and Government Authorizations, the failure to obtain which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any Private Authorization or Government Authorization required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity that has not been obtained which is not listed on Schedule 2.1(c) hereto. This Agreement has been duly and validly executed and delivered by each of the Relevant FC Entities party hereto and constitutes, and each other Related Document to which a Relevant FC Entity is a party when executed and delivered by such Person will have been duly and validly executed and delivered by such Person and will constitute, legal, valid and binding obligations of the Relevant FC Entities party hereto and thereto (as the case may be), enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency reorganization and similar laws affecting creditors' rights generally (the "Enforceability Exceptions"). (c) Neither the execution and delivery of this Agreement or any of the other Related Documents to which any Relevant FC Entity is a party, nor the sale, other transfer or delivery by any Selling Entity of any or all of the Subject Securities, nor the consummation of the transactions contemplated by any of the foregoing, nor compliance with the terms, conditions and provisions of any of the foregoing by any Relevant FC Entity: (i) will conflict with, or result in a breach or violation of or constitute a default in the performance, observance or fulfillment of, any obligation, covenant or condition contained in, or permit the acceleration of any obligation or liability in, or constitute, or but for any requirement of giving of notice or passage of time or both would constitute, a default or an event of default by any of the Relevant FC Entities under, any Applicable Law, Charter Document, Private Authorization, Governmental Authorization or Contractual Obligation, except to the extent (x) such conflicts, breaches, violations or defaults would not, individually or in the aggregate, have a Material Adverse Effect on such Relevant FC Entity or (y) where the Contractual Obligation in connection with which such default or event of default would occur is, or where the requirement for a Private Authorization exists is from the lenders under, the Current Loan Agreements in respect of which FC expects to obtain appropriate consents or waivers or (z) listed, and as listed, on Schedule 2.1(c) hereto as to Governmental Authorizations and Private Authorizations, all of which will be obtained on or prior to the Closing Date. (ii) will result in the creation or imposition of any Lien upon any of the properties of any Relevant FC Entity or any of their respective Subsidiaries (except liens in favor of BOS, BOS-UK or IFA Parent pursuant to one or more of the Loan Agreements); or (iii) will require any approval or action of, or filing with or notification to, any Authority, except (x) as set forth in Schedule 2.1(c), and (y) approvals, actions, filings and notifications, the failure to obtain or do which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any approval, action, filing or notification required for the execution, delivery and performance of this Agreement and the other Related Documents to which any Relevant FC Entity is a party (or for the sale, other transfer or delivery by any Selling Entity of any Subject Security or for consummation of the transactions contemplated by any of the foregoing or for compliance with the terms, conditions or provisions of any of the foregoing by any Relevant FC Entity) that that has not been obtained or made which is not listed on Schedule 2.1(c) hereto. Part One of Schedule 2.1(c) lists all Governmental Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement. Part Two of Schedule 2.1(c) lists all Private Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement, other than Private Authorizations required from BOS, BOS-UK or IFA Parent under the Current Loan Agreements. (d) No approval by the stockholders of FC is required for the execution, delivery or performance of this Agreement or any of the Related Documents or any of the transactions contemplated by this Agreement or any of the Related Documents, whether pursuant to (i) any of the Charter Documents of FC, (ii) any agreements to which FC or any of its Affiliates is a party or otherwise bound or by which any of their respective assets are subject, (iii) any rule or regulation of a stock exchange or NASDAQ, (iv) any provision of US, Texas or Delaware law or (v) otherwise.

Organization and Business; Power and Authority. (a) Each of the FC Parties and each of the Auto Entities (i) is an organization of the type specified opposite its name on Schedule 2.1(a) hereto, (ii) is duly organized, validly existing and in good -2- standing under the laws of the jurisdiction under which it is organized (as specified in such schedule), and (iii) has all requisite power and authority (corporate or other) to conduct its business. Auto-GP is the sole general partner of Funding. CLC owns, of record and beneficially, 80% of the capital stock of Auto-GP. CLC owns 79.2% of record, and 80% beneficially, of the equity interests in Funding. Funding conducts no business or activities other than being a limited partner of Drive; Auto-GP conducts no business or activities other than being the sole general partner of Funding. (b) Each Relevant FC Entity has the necessary power and authority (corporate or otherwise, as applicable), and all necessary franchises, permits, licenses and other rights and privileges, to enter into and perform its obligations under this Agreement and each other Related Document to which it is a party, and (in the case of the Selling FC Entities) to sell or issue, sell, otherwise transfer or redeem (as applicable) the Subject Securities (FC) contemplated to be sold or sold, otherwise transferred or redeemed in accordance herewith. The execution, delivery and performance of this Agreement and each of the other Related Documents to which a Relevant FC Entity is a party (including without limitation (i) the sale of the Drive Increase Amount by Funding to IFA-LP, and (ii) the creation of the Series B Units by Funding, the issuance thereof to CLCLLC and the redemption by Funding of such Series B Units for $15,982,760.54) have, as to such Relevant FC Entity, been duly authorized by all necessary corporate or other applicable action by such Relevant FC Entity. No Government Authorization or Private Authorization that has not been obtained is required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity, except for (x) those listed in Schedule 2.1(c) hereto to be obtained after the date hereof and before the Closing Date, all of which will be obtained by the Closing Date, and (y) Private Authorizations and Government Authorizations, the failure to obtain which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any Private Authorization or Government Authorization required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity that has not been obtained which is not listed on Schedule 2.1(c) hereto. This Agreement has been duly and validly executed and delivered by each of the Relevant FC Entities party hereto and constitutes, and each other Related Document to which a Relevant FC Entity is a party when executed and delivered by such Person will have been duly and validly executed and delivered by such Person and will constitute, legal, valid and binding obligations of the Relevant FC Entities party hereto and thereto (as the case may be), enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency reorganization and similar laws affecting creditors' rights generally (the "Enforceability Exceptions"). (c) Neither the execution and delivery of this Agreement or any of the other Related Documents to which any Relevant FC Entity is a party, nor the issuance, sale, other transfer transfer, redemption or delivery by any Selling FC Entity of any or all of the Subject SecuritiesSecurities (FC), nor the consummation of the transactions contemplated by any of the foregoing, nor compliance with the terms, conditions and provisions of any of the foregoing by any Relevant FC Entity: (i) will conflict with, or result in a breach or violation of or constitute a default in the performance, observance or fulfillment of, any obligation, covenant or condition contained in, or permit the acceleration of any obligation or liability in, or constitute, or but for any requirement of giving of notice or passage of time or both would constitute, a default or an event of default by any of the Relevant FC Entities under, any Applicable Law, Charter Document, Private Authorization, Governmental Authorization or Contractual Obligation, except to the extent (x) such conflicts, breaches, violations or defaults would not, individually or in the aggregate, have a Material Adverse Effect on such Relevant FC Entity or (y) where the Contractual Obligation in connection with which such default or event of default would occur is, or where the requirement for a Private Authorization exists is from the lenders under, the Current Senior BOS Loan Agreements Agreement in respect of which FC expects to obtain appropriate consents or waivers or (z) listed, and as listed, on Schedule 2.1(c) hereto as to Governmental Authorizations and Private Authorizations, all of which will be obtained on or prior to the Closing Date. (ii) will result in the creation or imposition of any Lien upon any of the properties of any Relevant FC Entity or any of their respective Subsidiaries (except liens in favor of BOS, BOS-UK or IFA Parent pursuant to one or more of the Loan Agreements); or (iii) will require any approval or action of, or filing with or notification to, any Authority, except (x) as set forth in Schedule 2.1(c), and (y) approvals, actions, filings and notifications, the failure to obtain or do which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any approval, action, filing or notification required for the execution, delivery and performance of this Agreement and the other Related Documents to which any Relevant FC Entity is a party (or for the issuance, sale, other transfer transfer, redemption or delivery by any Selling FC Entity of any Subject Security (FC) or for consummation of the transactions contemplated by any of the foregoing or for compliance with the terms, conditions or provisions of any of the foregoing by any Relevant FC Entity) that that has not been obtained or made which is not listed on Schedule 2.1(c) hereto. Part One of Schedule 2.1(c) lists all Governmental Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement. Part Two of Schedule 2.1(c) lists all Private Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement, other than Private Authorizations required from BOS, BOS-UK or IFA Parent under the Current Loan AgreementsAgreement and those required from MG-LP and MG-LLC referred to in Section 6.5 hereof. (d) No approval by the stockholders of FC is required for the execution, delivery or (other than Acceptance of the Exchange Offer by the Preferred Shareholders) performance of any of this Agreement or any of the Related Documents or any of the transactions contemplated by this Agreement or any of the Related Documentsforegoing, whether pursuant to (i) any of the Charter Documents of FC, (ii) any agreements to which FC or any of its Affiliates is a party or otherwise bound or by which any of their respective assets are subject, (iii) any rule or regulation of a stock exchange or NASDAQ, (iv) any provision of US, Texas or Delaware law or (v) otherwise.

Organization and Business; Power and Authority. (a) Each of the FC Drive Parties and each of the Auto Entities (i) is an organization of the type specified opposite its name on Schedule 2.1(a) hereto, (ii) is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized (as specified in such schedule), and (iii) has all requisite power and authority (corporate or other) to own or hold under lease its properties and to conduct its business. Auto-GP is the sole general partner of Funding. CLC owns, of record and beneficially, 80% of the capital stock of Auto-GP. CLC owns 79.2% of record, and 80% beneficially, (iv) is duly qualified and is in good standing as a foreign organization authorized to do business in each jurisdiction in which the nature of the equity interests in Funding. Funding conducts no its business or activities other than being its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a limited partner of Drive; Auto-GP conducts no business or activities other than being the sole general partner of Fundingmaterial adverse effect on such Person. (b) Each Relevant FC Entity of the Drive Parties has the necessary power and authority (corporate or otherwise, as applicable), and all necessary franchises, permits, licenses and other rights and privileges, to enter into and perform its obligations under this Agreement and each other Related Document to which it is a party, and (in the case of the each Drive Party, if any, which is a Selling EntitiesEntity) to sell or sell, otherwise transfer or redeem (as applicable) the Subject Securities contemplated to be sold or sold, otherwise transferred or redeemed by it in accordance herewith. The execution, delivery and performance of this Agreement and each of the other Related Documents to which a Relevant FC Entity Drive Party is a party have, as (including without limitation the distribution of the Minority Funding Interests by Drive Holdings to such Relevant FC Entity, Drive and by Drive to MG-LP) have been duly authorized by all necessary corporate or other applicable action by such Relevant FC Entity. No action; no Government Authorization or Private Authorization that has not been obtained is required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC EntityDrive Party, except for (xi) consents, if any, from members of the BOS Group which are lenders to a member of the Drive Group, and (ii) those listed in Schedule 2.1(c3.1(c) hereto to be obtained after the date hereof and before the Closing Date, all of which will -7- be obtained by the Closing Date, and (y) Private Authorizations and Government Authorizations, the failure to obtain which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any Private Authorization or Government Authorization required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity that has not been obtained which is not listed on Schedule 2.1(c) hereto. This Agreement has been duly and validly executed and delivered by each of the Relevant FC Entities Drive Parties party hereto and constitutes, and each other Related Document to which a Relevant FC Entity each is a party when executed and delivered by such Person will have been duly and validly executed and delivered by such Person and will constitute, legal, valid and binding obligations of the Relevant FC Entities Drive Parties party hereto and thereto (as the case may be), enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency reorganization and similar laws affecting creditors' rights generally (the "Enforceability Exceptions"). (c) Neither the execution and delivery of this Agreement or any of the other Related Documents to which any Relevant FC Entity Drive Party is a party, nor the sale, other transfer transfer, redemption or delivery by any Drive Party which is a Selling Entity of any or all of the Subject SecuritiesSecurities contemplated to be sold, otherwise transferred or redeemed by it hereunder, nor the consummation of the transactions contemplated by any of the foregoing, nor compliance with the terms, conditions and provisions of any of the foregoing by any Relevant FC EntityDrive Party: (i) will conflict with, or result in a breach or violation of or constitute a default in the performance, observance or fulfillment of, any obligation, covenant or condition contained in, or permit the acceleration of any obligation or liability in, or constitute, or but for any requirement of giving of notice or passage of time or both would constitute, a default or an event of default by any of the Relevant FC Entities Drive Parties under, any Applicable Law, Charter Document, Private Authorization, Governmental Authorization or Contractual Obligation, except to the extent (x) such conflicts, breaches, violations or defaults would not, individually or in the aggregate, have a Material Adverse Effect on such Relevant FC Entity Drive Party or any of its Subsidiaries or (y) where the Contractual Obligation in connection with which such default or event of default would occur is, or where the requirement for a Private Authorization exists is from members of the lenders BOS Group under, any loan agreement to which members of the Current Loan Agreements BOS Group are the sole lenders and in respect of which FC Drive expects to obtain appropriate consents or waivers or (z) listed, and as listed, on Schedule 2.1(c3.1(c) hereto as to Governmental Authorizations and Private Authorizations, all of which will be obtained on or prior to the Closing Date. (ii) will result in the creation or imposition of any Lien upon any of the properties of any Relevant FC Entity Drive Party or any of their respective Subsidiaries (except liens in favor of BOS, BOS-UK or IFA Parent pursuant to one or more of the Loan Agreementsloan agreements with such Person(s)); or (iii) will require any approval or action of, or filing with or notification to, any Authority, except (x) as set forth in Schedule 2.1(c), 3.1(c) and (y) approvals, actions, filings and notifications, the failure to obtain or do which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any approval, action, filing or notification required for the execution, delivery and performance of this Agreement and the other Related Documents to which any Relevant FC Entity is a party (or for the sale, other transfer or delivery by any Selling Entity of any Subject Security or for consummation of the transactions contemplated by any of the foregoing or for compliance with the terms, conditions or provisions of any of the foregoing by any Relevant FC Entity) that that has not been obtained or made which is not listed on Schedule 2.1(c) hereto. Part One of Schedule 2.1(c) lists all Governmental Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement. Part Two of Schedule 2.1(c) lists all Private Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement, other than Private Authorizations those required from BOS, BOSMG-UK or IFA Parent under the Current Loan AgreementsLP and MG-LLC referred to in Section 6.5 hereof. (d) No approval by the stockholders of FC is required for the execution, delivery or performance of this Agreement or any of the Related Documents or any of the transactions contemplated by this Agreement or any of the Related Documents, whether pursuant to (i) any of the Charter Documents of FC, (ii) any agreements to which FC or any of its Affiliates is a party or otherwise bound or by which any of their respective assets are subject, (iii) any rule or regulation of a stock exchange or NASDAQ, (iv) any provision of US, Texas or Delaware law or (v) otherwise.

Organization and Business; Power and Authority. (a) Each of the FC Parties Parties, each of the Auto Entities and each of the Auto Drive Entities (i) is an organization of the type specified opposite its name on Schedule 2.1(a) hereto, (ii) is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized (as specified in such schedule), and (iii) has all requisite power and authority (corporate or other) to own or hold under lease its properties and to conduct its business. Auto-GP is business as now conducted (in the sole general partner of Funding. CLC owns, of record and beneficially, 80% case of the capital stock FC Parties and the Auto Entities) and as proposed to be conducted (in the case of Auto-GP. CLC owns 79.2% of recordthe Drive Entities), and 80% beneficially(iv) except as set forth in Schedule 2.1(a) hereto, is duly qualified and is in good standing as a foreign organization authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on such Person. Except as stated in Schedule 2.1(c) or Schedule 2.17, each of the equity interests Auto Subsidiaries is wholly owned by Auto. Each of the Securitization Subsidiaries is owned as set forth on Schedule 2.17 hereto. References in Funding. Funding conducts no this Agreement to "as proposed to be conducted," when used with respect to the business proposed to be conducted by the Drive Entities on or activities other than being a limited partner of Drive; Auto-GP conducts no after Acquisition Effectiveness, shall be considered to mean "as proposed to be conducted by the Drive Entities in substantially the same manner and in the same jurisdictions as the Auto Entities were conducting such business or activities other than being the sole general partner of Fundingprior to Acquisition Effectiveness." (b) Each Other than licenses identified on Schedule 2.6(a), each Relevant FC Entity has the necessary power and authority (corporate or otherwise, as applicable), and all necessary franchises, permits, licenses and other rights and privileges, to enter into and perform its obligations under this Agreement and each other Related Document to which it is a party, and (in the case of the Selling EntitiesCLC) to sell or otherwise transfer the Subject Securities contemplated to be sold or otherwise transferred in accordance herewithSecurities. The execution, delivery and performance of this Agreement and each of the other Related Documents to which a Relevant FC Entity is a party have(including without limitation the transfer of assets (including, as without limitation, the assets transferred to such Relevant CLC by Auto-FCA and FC EntityConsumer Finance), the Residuals and the Securitization Shares by CLC to Drive pursuant to the Residuals Agreement (CLC), the transfer of Residuals by Auto-ABS to Auto pursuant to the Residuals Agreement (ABS), (iii) the transfer of assets by (A) Auto-FCA and Auto-Servicing to Auto, (B) FC Consumer Finance and Auto-FCA to CLC, and (C) FC Consumer Finance to CLC pursuant to the Assignment Agreements, (iv) the transfer of the Auto Assets (including without limitation (x) the Residuals transferred to Auto pursuant to the Residuals Agreement (ABS) and (y) the assets transferred by Auto-FCA, Auto-Servicing and FC Consumer Finance to Auto pursuant to the Assignment Agreements) by Auto to Drive pursuant to the Asset Acquisition Agreement (Auto), and (v) the transfer of the aforementioned Residuals by Drive to Drive-ABS pursuant to the Residuals Agreement (Drive) and the sale of the Subject Securities by CLC to the IFA Entities pursuant to this Agreement) have been duly authorized by all necessary corporate or other applicable action by such Relevant FC Entity. No action; no Government Authorization or Private Authorization that has not been obtained is required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity, except for (x) those listed in Schedule 2.1(c) hereto to be obtained after the date hereof and before the Closing Date, all of which will be obtained by the Closing Date, and (y) Private Authorizations and Government Authorizations, the failure to obtain which would not, individually or in the aggregate, adversely affect any . No approval of the transactions contemplated hereby by this Agreement or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any Private Authorization or Government Authorization required for the execution, delivery and performance of this Agreement and the other Related Documents by any Relevant FC Entity that has not been obtained which Documents, individually or as a whole, is not listed on Schedule 2.1(c) heretorequired from FC's stockholders. This Agreement has been duly and validly executed and delivered by each of the Relevant FC Entities party hereto and constitutes, and each other Related Document to which a Relevant FC Entity each is a party when executed and delivered by such Person will have been duly and validly executed and delivered by such Person and will constitute, legal, valid and binding obligations of the Relevant FC Entities party hereto and thereto (as the case may be), enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency reorganization and similar laws affecting creditors' rights generally (the "Enforceability Exceptions"). (c) Prior to giving effect to the Acquisition, neither Auto nor Auto-GP owns any voting shares or other equitable interest in any Person, however organized and however such interest may be denominated or evidenced, except as set forth in Schedule 2.1(c) hereto. All of the assets held by each of the Persons listed on Schedule 2.1(c) as owned by Auto or Auto-GP (other than Auto-FCAR), and all of the equity interests in each of the Securitization Subsidiaries, in whole or in part, have been transferred (directly or indirectly) to one or more of the Drive Entities except for CLC's shares in Auto-FCA and FC Consumer Finance and Auto's shares in Auto-Servicing, Auto-FCA and Auto-ABS. (d) Neither the execution and delivery of this Agreement or any of the other Related Documents to which any Relevant FC Entity is a party, nor the sale, other transfer sale or delivery by any Selling Entity CLC of any or all of the Subject Securities, nor the consummation of the transactions contemplated by any of the foregoing, nor compliance with the terms, conditions and provisions of any of the foregoing by any Relevant FC Entity: (i) will conflict with, or result in a breach or violation of or constitute a default in the performance, observance or fulfillment of, any obligation, covenant or condition contained in, or permit the acceleration of any obligation or liability in, or constitute, or but for any requirement of giving of notice or passage of time or both would constitute, a default or an event of default by any of the Relevant FC Entities under, any Applicable Law, Charter Document, Private Authorization, Governmental Authorization or Contractual Obligation, except to the extent (x) such conflicts, breaches, violations or defaults would not, individually or in the aggregate, have a Material Adverse Effect on such Relevant FC Entity or (y) where the Contractual Obligation in connection with which such default or event of default would occur is, or where the requirement for a Private Authorization exists is from the lenders under, the Current IFA Subordinated Loan Agreements Agreement or the Senior BOS Loan Agreement, in respect of which FC expects to obtain appropriate consents or waivers or (z) listed, and as listed, on Schedule 2.1(c2.1(d) hereto as to Governmental Authorizations and Private Authorizations, all of which will be obtained on or prior to the Closing Date (except with respect to notifications specified on such schedule as not being required to be made until after the Closing Date.) (ii) will result in the creation or imposition of any Lien upon any of the properties of any Relevant FC Entity or any of their respective Subsidiaries (except liens in favor of BOS, BOS-UK or IFA Parent pursuant to one or more of the Loan Agreements); or (iii) will require any approval or action of, or filing with or notification to, any Authority, except (x) as set forth in Schedule 2.1(c2.1(d), and (y) approvals, actions, filings and notifications, the failure to obtain or do which would not, individually or in the aggregate, adversely affect any of the transactions contemplated hereby or by any of the Related Documents or any of the parties hereto. No Relevant FC Entity has any knowledge of any approval, action, filing or notification required for the execution, delivery and performance of this Agreement and the other Related Documents to which any Relevant FC Entity is a party (or for the sale, other transfer or delivery by any Selling Entity of any Subject Security or for consummation of the transactions contemplated by any of the foregoing or for compliance with the terms, conditions or provisions of any of the foregoing by any Relevant FC Entity) that that has not been obtained or made which is not listed on Schedule 2.1(c) hereto. Part One of Schedule 2.1(c) lists all Governmental Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement. Part Two of Schedule 2.1(c) lists all Private Authorizations required to be obtained by or granted to any of the Relevant FC Entities in connection with the transactions contemplated by this Agreement, other than Private Authorizations required from BOS, BOS-UK or IFA Parent under the Current Loan Agreements. (de) No approval by the stockholders shareholders of FC is required for the execution, delivery or performance of any of this Agreement or any of the Related Documents or any of the transactions contemplated by this Agreement or any of the Related Documentsforegoing, whether pursuant to (i) any of the Charter Documents of FC, (ii) any agreements to which FC or any of its Affiliates is a party or otherwise bound or by which any of their respective assets are subject, (iii) any rule or regulation of a stock exchange or NASDAQ, (iv) any provision of US, Texas or Delaware law or (v) otherwise.