Common use of Representations and Warranties of the Parent Clause in Contracts

Representations and Warranties of the Parent. Parent represents and -------------------------------------------- warrants to Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and constitutes a legal, valid and binding obligation of Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, and the rules and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of the Parent, (ii) conflict with or violate any order applicable to the Parent or any of its subsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity.

Representations and Warranties of the Parent. Parent represents and -------------------------------------------- warrants to Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and constitutes a legal, valid and binding obligation of Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, and the rules and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of the Parent, (ii) conflict with or violate any order applicable to the Parent or any of its subsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity.

Representations and Warranties of the Parent. The Parent represents and -------------------------------------------- warrants to Company that as follows: (a) The Parent is a corporation duly organizedincorporated, validly existing subsisting and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; Pennsylvania. (b) The execution, delivery and performance by the execution and delivery Parent of this Agreement by Parent and consummation by Parent of Guaranty are within the transactions contemplated hereby Parent's corporate powers, have been duly authorized by all necessary corporate action on action, and do not contravene (i) the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement Parent's charter or by-laws or (ii) any applicable law or any material contractual restriction binding on or affecting the Parent, and do not result in or require the creation of the transactions contemplated hereby; any Lien upon or with respect to any of its purposes. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Parent of this Agreement Guaranty, except for an appropriate order of the SEC under the Public Utility Holding Company Act of 1935, as amended (the "Utility Act"), which order has been duly executed obtained, is in full force and delivered by Parent effect, is sufficient for its purpose and constitutes is not subject to any pending or, to the knowledge of the Parent, threatened appeal or other proceeding seeking reconsideration or review thereof. (d) This Guaranty is a legal, valid and binding obligation of the Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against the Parent in accordance with its terms. (e) The audited consolidated balance sheet of the Parent and its Subsidiaries as at December 31, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state1999, and the rules related audited consolidated statements of income and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise retained earnings of the OptionParent and its Subsidiaries for the fiscal year then ended, together with the notes thereto, and at all times from the date hereof until the termination unaudited consolidated balance sheet of the Option will have reserved for issuanceParent and its Subsidiaries as at September 30, a sufficient number 2000, and the related unaudited consolidated statements of unissued Parent Shares for Company to exercise the Option in full income and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise retained earnings of the OptionParent and its Subsidiaries for the nine-month period then ended, together with the notes thereto, copies of which have been furnished to the LC Issuer and each Lender, fairly present (subject, in the case of such unaudited financial statements, to year-end adjustments) the financial condition of the Parent and its Subsidiaries as at such dates and the results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all of which, upon their issuance and delivery in accordance with generally accepted accountings principles consistently applied. Except as disclosed in the terms Annual Report of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of the Parent, (ii) conflict with or violate any order applicable to the Parent or any of its subsidiaries Utility Subsidiary (each, a "GPU Party") on Form 10-K for the fiscal year ended December 31, 1999 or by which they or any of their material property is bound or affected or (iii) result in any breach GPU Party's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, copies of which have been delivered to the Administrative Agent, since December 31, 1999, there has been no material adverse change in such financial condition or constitute a default results of operations. (f) There has not been any failure by the Parent to file at or an event prior to the time required any reports or other filings with any regulatory authority having jurisdiction over it that would adversely affect the enforceability against the Parent of this Guaranty. (g) The Parent is not in default, and no condition exists which with notice or lapse of time or both would become constitute a default, under any agreement to which the Parent is a party evidencing Indebtedness with a principal amount equal to or in excess of $20,000,000. (h) underThe Parent owns beneficially and of record, free and clear of all Liens, directly or give rise indirectly 100% of the common stock of each Metropolitan Edison Company, Jersey Central Power & Light Company and Pennsylvania Electric Company (each a "Utility Subsidiary") and of the Borrower. (i) Except as disclosed any GPU Party's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 or in any such GPU Party's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, copies of which have been delivered to the Agent, there is no pending or, to any right of terminationsuch GPU Party's knowledge, amendment, acceleration threatened action or cancellation of, or result in the creation of a material Encumbrance on proceeding affecting any material property or assets of Parent such GPU Party or any of its subsidiaries pursuant toSubsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to materially adversely affect the financial condition or operations of the Parent or of the Parent and its Subsidiaries, taken as a whole, or could reasonably be expected to materially adversely affect the financial condition or operations of any Utility Subsidiary or any Utility Subsidiary and its Subsidiaries, taken as a whole. (j) Schedule B (Actuarial Information) to the 1999 annual report (Form 5500 Series) with respect to each Plan of the Parent, copies of which have been filed with the Internal Revenue Service and furnished to the Agent, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (k) Neither any GPU Party nor any member of the Parent's Controlled Group (an "ERISA Affiliate") has incurred or reasonably expects to incur any material contract or agreement withdrawal liability under ERISA to which any Multiemployer Plan of the Parent or any ERISA Affiliate of its subsidiaries the Parent. (l) Neither the Parent nor the Borrower is an "investment company" or a party or company "controlled" by which Parent or any an "investment company," within the meaning of its subsidiaries or any the Investment Company Act of their material property is bound or affected1940, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entityas amended.

Representations and Warranties of the Parent. The Parent represents and -------------------------------------------- warrants to Company that as follows: (a) The Parent is a corporation duly organizedincorporated, validly existing subsisting and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; Pennsylvania. (b) The execution, delivery and performance by the execution and delivery Parent of this Agreement by Parent and consummation by Parent of Guaranty are within the transactions contemplated hereby Parent's corporate powers, have been duly authorized by all necessary corporate action on action, and do not contravene (i) the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement Parent's charter or by-laws or (ii) any applicable law or any material contractual restriction binding on or affecting the Parent, and do not result in or require the creation of the transactions contemplated hereby; any Lien upon or with respect to any of its purposes. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Parent of this Agreement Guaranty, except for an appropriate order of the SEC under the Public Utility Holding Company Act of 1935, as amended (the "Utility Act"), which order has been duly executed obtained, is in full force and delivered by Parent effect, is sufficient for its purpose and constitutes is not subject to any pending or, to the knowledge of the Parent, threatened appeal or other proceeding seeking reconsideration or review thereof. (d) This Guaranty is a legal, valid and binding obligation of the Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against the Parent in accordance with its terms. (e) The audited consolidated balance sheet of the Parent and its Subsidiaries as at December 31, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state1999, and the rules related audited consolidated statements of income and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise retained earnings of the OptionParent and its Subsidiaries for the fiscal year then ended, together with the notes thereto, and at all times from the date hereof until the termination unaudited consolidated balance sheet of the Option will have reserved for issuanceParent and its Subsidiaries as at September 30, a sufficient number 2000, and the related unaudited consolidated statements of unissued Parent Shares for Company to exercise the Option in full income and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise retained earnings of the OptionParent and its Subsidiaries for the nine-month period then ended, together with the notes thereto, copies of which have been furnished to the LC Issuer and each Lender, fairly present (subject, in the case of such unaudited financial statements, to year-end adjustments) the financial condition of the Parent and its Subsidiaries as at such dates and the results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all of which, upon their issuance and delivery in accordance with generally accepted accountings principles consistently applied. Except as disclosed in the terms Annual Report of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of the Parent, (ii) conflict with or violate any order applicable to the Parent or any of its subsidiaries Utility Subsidiary (each, a "GPU Party") on Form 10-K for the fiscal year ended December 31, 1999 or by which they or any of their material property is bound or affected or (iii) result in any breach GPU Party's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, copies of which have been delivered to the Administrative Agent, since December 31, 1999, there has been no material adverse change in such financial condition or constitute a default results of operations. (f) There has not been any failure by the Parent to file at or an event prior to the time required any reports or other filings with any regulatory authority having jurisdiction over it that would adversely affect the enforceability against the Parent of this Guaranty. (g) The Parent is not in default, and no condition exists which with notice or lapse of time or both would become constitute a default, under any agreement to which the Parent is a party evidencing Indebtedness with a principal amount equal to or in excess of $20,000,000. (h) underThe Parent owns beneficially and of record, free and clear of all Liens, directly or give rise indirectly 100% of the common stock of each Metropolitan Edison Company, Mersey Central Power & Light Company and Pennsylvania Electric Company (each a "Utility Subsidiary") and of the Borrower.] (i) Except as disclosed any GPU Party's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 or in any such GPU Party's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, copies of which have been delivered to the Agent, there is no pending or, to any right of terminationsuch GPU Party's knowledge, amendment, acceleration threatened action or cancellation of, or result in the creation of a material Encumbrance on proceeding affecting any material property or assets of Parent such GPU Party or any of its subsidiaries pursuant toSubsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to materially adversely affect the financial condition or operations of the Parent or of the Parent and its Subsidiaries, taken as a whole, or could reasonably be expected to materially adversely affect the financial condition or operations of any Utility Subsidiary or any Utility Subsidiary and its Subsidiaries, taken as a whole. (j) Schedule B (Actuarial Information) to the 1999 annual report (Form 5500 Series) with respect to each Plan of the Parent, copies of which have been filed with the Internal Revenue 82 Service and furnished to the Agent, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (k) Neither any GPU Party nor any member of the Parent's Controlled Group (an "ERISA Affiliate") has incurred or reasonably expects to incur any material contract or agreement withdrawal liability under ERISA to which any Multiemployer Plan of the Parent or any ERISA Affiliate of its subsidiaries the Parent. (l) Neither the Parent nor the Borrower is an "investment company" or a party or company "controlled" by which Parent or any an "investment company," within the meaning of its subsidiaries or any the Investment Company Act of their material property is bound or affected1940, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entityas amended.

Representations and Warranties of the Parent. The Parent hereby represents and -------------------------------------------- warrants to Company that to, and agrees with, the Underwriters that, as of the Effective Date, the First Closing Date and each Option Closing Date (as defined below): (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this This Agreement has been duly authorized, executed and delivered by Parent by, and constitutes is a legal, valid and binding obligation agreement of the Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against the Parent in accordance with its terms, except as enforceability rights to indemnification hereunder may be limited by bankruptcy applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally and or by general principles of equity; equitable principles. (db) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, and the rules and regulations promulgated thereunder, Parent has taken all necessary corporate reviewed the representations and other action to authorize and reserve for issuance and to permit it to issue upon exercise warranties of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option contained in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms 1 of this Agreement and payment therefor by during the course of such review, no facts have come to Parent’s attention that would cause it to believe that such representations and warranties are not true and correct. Parent is familiar with the Registration Statement and the Pricing Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement or the Pricing Prospectus that has had, or could reasonably be expected to have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (c) Representatives of Parent have participated in conferences and telephone conversations with representatives of the Company, will be validly issuedspecial intellectual property and regulatory counsel to the Company, fully paid and nonassessable; (e) upon delivery representatives of the Parent Shares and any other securities to Company upon exercise independent public accountants for the Company, representatives of the OptionUnderwriters and representatives of the Underwriters’ counsel, Company will acquire such Parent Shares or other securities free during which conferences and clear conversations the contents of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, Registration Statement and the performance Pricing Prospectus and related matters were discussed. Parent has reviewed the Registration Statement and the Pricing Prospectus and during the course of this Agreement by Parent will notsuch review, no facts have come to such Parent’s attention that would cause it to believe that (i) violate the Certificate of Incorporation or Bylaws Pricing Disclosure Package as of the ParentApplicable Time, included any untrue statement of a material fact or stated any material fact necessary to make the statements therein, in light of the circumstances under which they were made, misleading, (ii) conflict any Issuer Free Writing Prospectus listed on Schedule [ ] hereto conflicts with the information contained in the Registration Statement, the Pricing Prospectus or violate the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, included any untrue statement of a material fact or omit to state any material fact necessary in order applicable to make the statements therein, in light of the circumstances under which they were made, misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and conformity with information furnished in writing to the Parent or any of its subsidiaries or Company by which they or any of their material property is bound or affected or an Underwriter through Xxxxxxxx Curhan Ford & Co. expressly for use therein, (iii) result in each of the Registration Statement, any breach of or constitute a default (or an event which with notice or lapse of Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time or both would become a default) underit became effective and at all subsequent times, or give rise to will contain any right of termination, amendment, acceleration or cancellation of, or result in the creation untrue statement of a material Encumbrance on any fact or omit to state a material property fact required to be stated therein or assets of Parent or any necessary to make the statements therein not misleading, and (iv) each Preliminary Prospectus, as of its subsidiaries pursuant todate, any material contract and the Prospectus, as amended or agreement to which Parent or any supplemented, as of its subsidiaries is a party or by which Parent or date and at all subsequent times through the 30th day after the date hereof, contained any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation untrue statement of a material Encumbrance would not prevent fact or materially delay stated a material fact to make the performance by Parent statements therein, in the light of Parent's obligations the circumstances under this Agreement; and (g) the execution and delivery of this Agreement by Parent does notwhich they were made, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entitymisleading.

Representations and Warranties of the Parent. To induce the Underwriters to participate in the Offering, the Parent represents and -------------------------------------------- warrants to Company that and agrees with each of the Underwriters that: (a) The execution, delivery and performance of the Subscription Agreement and the Separation Agreement, the issuance and sale of the Offered Securities and the consummation of the transactions therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Parent or any agreement or instrument to which the Parent is a corporation duly organized, validly existing and in good standing under party or by which the laws Parent is bound or to which any of the State properties of Delaware the Parent is subject which breach, violation or default would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties, business prospects or results of operations of the Parent and has its subsidiaries taken as a whole, or (ii) the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; articles of association or organizational regulations of the Parent. (b) the execution and delivery of this Agreement by Parent and consummation by Parent Each of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Separation Agreement and the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Subscription Agreement has been duly authorized, executed and delivered by Parent and constitutes a legal, valid and binding obligation of the Parent and, assuming this Agreement has been duly executed due authorization, execution and delivered delivery by Companythe other parties thereto constitutes a valid and legally binding agreement of the Parent, is enforceable against Parent in accordance with its terms, except subject, as enforceability may be limited by bankruptcy to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the rights of creditors generally and creditors' rights, to general equity principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, and the rules and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise Swiss law principles on abuse of rights (Rechtsmissbranch). (c) To the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws best of the Parent's knowledge after due inquiry, (ii) conflict with there are no pending actions, suits or violate any order applicable to proceedings against or affecting the Parent or any of its subsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) underParent, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affectedrespective properties that, except if determined adversely to the extent that Parent or any of its subsidiaries, would adversely affect the ability of the Parent to perform its obligations under the Subscription Agreement or the Separation Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such breachactions, defaultsuits or proceedings are, right to the Parent's knowledge, threatened. (d) The sections of termination, amendment, acceleration or cancellation or creation the Prospectus under the captions "Sole Shareholder" and "Arrangements Between Nestle and our Company" have been reviewed by the Parent and do not include any untrue statement of a material Encumbrance would fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not prevent or materially delay misleading in the performance by Parent light of Parent's obligations the circumstances under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entitywhich they were made.

Representations and Warranties of the Parent. The Parent represents and -------------------------------------------- warrants to Company that the Borrower, the Agent and the Lenders as follows: (a) The Parent and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has is duly qualified to do business in, and is in good standing in, all other jurisdictions where the corporate power nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not have a material adverse affect on the business, financial condition, operations, results of operations or prospects of the Parent and authority to enter into this Agreement and to carry out its obligations hereunder; Subsidiaries, taken as a whole). (b) The execution, delivery and performance by the execution and delivery Parent of this Agreement by Parent and consummation by Parent of are within the transactions contemplated hereby Parent's corporate powers, have been duly authorized by all necessary corporate action action, and do not and will not contravene (i) the Parent's charter or by-laws, (ii) law, or (iii) any legal or contractual restriction binding on or affecting the part Parent; and such execution, delivery and performance do not or will not result in or require the creation of Parent and no other corporate proceedings on the part of Parent are necessary any Lien upon or with respect to authorize this Agreement or any of the transactions contemplated hereby; its properties. (c) this This Agreement has been duly executed and delivered by Parent and constitutes a is the legal, valid and binding obligation of the Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against the Parent in accordance with its terms, except as enforceability may be limited by subject to the qualifications, however, that the enforcement of the rights and remedies herein is subject to bankruptcy and other similar laws of general application affecting the rights and remedies of creditors generally and general principles that the remedy of equity; specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought. (d) except for any filingsThe consolidated balance sheet of the Parent and its Subsidiaries as at December 31, authorizations, approvals or orders required under the applicable blue sky laws of any state1995, and the rules related consolidated statements of income, retained earnings and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise cash flows of the OptionParent and its Subsidiaries for the fiscal year then ended, and at all times from accompanied by a report thereon of Arthur Andersen & Co., and the date hereof until the termination consolidated unaudxxxx xalance xxxxx of the Option will have reserved for issuanceParent and its Subsidiaries as at September 30, a sufficient number 1996, and the related consolidated unaudited statements of unissued Parent Shares for Company to exercise the Option in full income, retained earnings and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise cash flows of the OptionParent and its Subsidiaries for the nine-month period then ended, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such balance sheets and statements of income, retained earnings and cash flows for the nine months ended September 30, 1996, to year-end adjustments) the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, all of which, upon their issuance and delivery in accordance with generally accepted accounting principles consistently applied, and since September 30, 1996, there has been no material adverse change in the terms business, financial condition, operations, results of operations or prospects of the Parent and its Subsidiaries, taken as a whole, or in the Parent's ability to perform its obligations under this Agreement and payment therefor by Company, or any other Loan Document to which it is or will be validly issued, fully paid and nonassessable; a party. (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of Except as disclosed in the Parent's Report on Form 10-K for the year ended December 31, (ii) conflict with 1995 and Report on Form 10-Q for the period ended September 30, 1996, there is no pending or violate any order applicable to threatened action or proceeding affecting the Parent or any of its subsidiaries Subsidiaries or by which they properties before any court, governmental agency or any arbitrator, that might reasonably be expected to materially adversely affect (i) the business, financial condition, operations, results of their material property is bound operations or affected prospects of the Parent and its Subsidiaries, taken as a whole, or (iiiii) result the ability of the Parent to perform its obligations under this Agreement or under any other Loan Document to which it is or is to be a party; and since September 30, 1996 there have been no material adverse developments in any breach of action or constitute a default proceeding so disclosed. (or an event which with notice or lapse of time or both would become a defaultf) underThe Parent has filed all tax returns (Federal, or give rise state and local) required to any right of terminationbe filed and paid all taxes shown thereon to be due, amendmentincluding interest and penalties, acceleration or cancellation ofor, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent the Parent is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves for payment thereof in accordance with generally accepted accounting principles. (i) Until such time as the Proposed Merger is consummated, the Parent is and will continue to be a "holding company" within the meaning of the PUHCA, but the Parent and its Subsidiaries are and will be exempt from the provisions of that Act, except Section 9(a)(2) thereof, by virtue of having filed with the Securities and Exchange Commission a Statement by Holding Company Claiming Exemption Under Rule U-2 from the Provisions of the Public Utility Holding Company Act of 1935 on Form U-3A-2. Until such time, such exemption is and will be in full force and effect and the Parent is not aware of any existing or proposed proceedings contemplating the revocation or modification of such breachexemption. (ii) From and after the consummation of the Proposed Merger, defaultthe Parent is and will continue to be a "holding company" within the meaning of he PUHCA. (h) No Governmental Approval which has not been obtained is required in connection with the execution, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the delivery and performance by the Parent of Parent's obligations under this Agreement; . (i) The consolidated and (g) consolidating financial statements of the execution Parent and delivery its Subsidiaries contained in the Information Memorandum fairly present the financial condition of this Agreement by the Parent does not, and its Subsidiaries as at the dates specified therein and the performance results of this Agreement by operations of the Parent will notand its Subsidiaries for the periods ended on such dates, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entityall in accordance with generally accepted accounting principles consistently applied.

Representations and Warranties of the Parent. By executing and delivering this Support Agreement, the Parent hereby represents and -------------------------------------------- warrants to Company King Street, and acknowledges that King Street is relying on such representations and warranties in entering into the Receivables Purchase Agreement, as follows: (a) the Parent is a corporation duly organized, validly organized and existing and in good standing under the laws of the State its jurisdiction of Delaware and incorporation, has the full corporate power and authority to enter into own its properties and assets and is duly qualified to do business and is in good standing in each jurisdiction where the failure to so qualify and maintain such good standing could reasonably be expected to have a Material Adverse Effect; (b) the Parent has full corporate power and authority to execute and deliver this Support Agreement and to carry out its obligations do all acts and things required or contemplated hereunder; ; (bc) the Parent has taken all necessary action to authorize the execution and delivery of this Support Agreement and the performance by the Parent of its obligations hereunder and consummation of the transactions contemplated hereby; (d) the execution and delivery by the Parent of this Support Agreement and the performance by the Parent of its obligations hereunder and of the transactions contemplated hereby do not, and will not with respect to clauses (i) and (iii), contravene, breach, constitute a default under, violate or conflict with: (i) the Parent's constating documents or by-laws or any resolution passed by its board of directors or its shareholders; (ii) any Law applicable to the Parent which could reasonably be expected to have been duly authorized a Material Adverse Effect; (iii) any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, contract or other agreement or instrument to which the Parent is a party or by all necessary corporate action which it or its property is bound, other than any such contravention, breach, default, violation or conflict which could not reasonably be expected to have a Material Adverse Effect; or (iv) any order, writ, judgment, award, injunction or decree binding on the part Parent or affecting its properties, other than any such contravention, breach, default, violation or conflict which could not reasonably be expected to have a Material Adverse Effect; and do not and will not result in or require the creation of Parent any Adverse Claim upon or with respect to any of the Parent's assets; (e) other than the filing of this Support Agreement as required by any applicable securities law, no authorization, approval or other action by, and no other corporate proceedings on notice to or filing with, any Governmental Authority is necessary in connection with the part execution and delivery by the Parent of this Support Agreement, or the performance by the Parent are necessary to authorize this Agreement of its obligations hereunder or any of the transactions contemplated hereby; hereby or to give legal effect to the same other than such as have been obtained; (cf) this Support Agreement has been duly executed and delivered by Parent and constitutes the Parent; (g) this Support Agreement is a legal, valid and binding obligation of the Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against the Parent in accordance with its termsterms by King Street, except as enforceability may be limited by bankruptcy and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights of creditors generally and or by general principles of equity; ; (dh) except all factual information furnished by or on behalf of the Parent to King Street or the Administrator for purposes of, or in connection with, this Support Agreement or the Receivables Purchase Agreement or any filingstransaction contemplated hereby is and all other factual information hereafter furnished by or on behalf of the Parent to King Street or the Administrator will be, authorizations, approvals true and accurate in all material respects on the date as of which such information is dated or orders required under certified and (in the applicable blue sky laws case of any state, and such information furnished prior to the rules and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise date hereof) as of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do is not, and or shall not be, as the performance of this Agreement case may be, incomplete by Parent will not, omitting to state any material fact necessary to make such information not misleading; (i) violate there are no actions, suits or proceedings existing or pending or, to the Certificate of Incorporation or Bylaws knowledge of the Parent, (ii) conflict with threatened against or violate any order applicable to affecting the Parent or any of its subsidiaries property, at law, in equity or by which they before any arbitration tribunal or any of their material property is bound Governmental Authority or affected or (iii) result in any breach of or constitute alternative dispute resolution mechanism which, if adversely determined, could reasonably be expected to have a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does notMaterial Adverse Effect, and the performance Parent is not in default with respect to any Law, which default could reasonably be expected to have a Material Adverse Effect; (j) the unaudited consolidated financial statements of the Parent and its Subsidiaries for the fiscal quarter ended December 31, 2003 provided to King Street fairly present in all material respects the financial position of the Parent and its Subsidiaries taken as a whole as at the date of such financial statements and the results of its operations for the fiscal period ended on such date, and, on the date hereof, there has been no material adverse change in the financial position of the Parent and its Subsidiaries taken as a whole since such date; (k) no default has occurred and is outstanding under any agreement, instrument, indenture or trust deed to which the Parent is a party, which default could reasonably be expected to have a Material Adverse Effect; (l) no part of the Purchased Interest is subject to any Adverse Claim granted or created by the Parent; and (m) on the date of this Support Agreement, the Parent is the direct or indirect beneficial owner of all of the issued and outstanding shares in the capital of the general partner and each of the limited partners of Smurfit-MBI. The representations and warranties set forth above shall survive the initial purchase of Receivables by King Street pursuant to the Receivables Purchase Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entityand shall remain in full force and effect for the benefit of King Street.

Representations and Warranties of the Parent. The Parent hereby represents and -------------------------------------------- warrants to Company the Vendor that on the date of the Agreement and on the Closing Date each of the following statements set forth below (athe "Parent’s Warranties") is true and accurate: 11.1.1 the Parent is a corporation corporation, duly organized, incorporated and validly existing and in good standing under the laws of the State jurisdiction of Delaware and its incorporation; 11.1.2 the Parent has the corporate requisite power and authority (corporate and other) to enter into this and execute the Agreement and to carry out its obligations hereunder; (b) consummate the transactions contemplated herein. The execution of the Agreement and delivery the consummation of this the transactions herein have been duly and validly authorised and approved by all necessary corporate actions on behalf of the Parent, and no other proceedings are necessary to authorise the Parent entering into the Agreement by Parent and or the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on herein; 11.1.3 the part of Parent and no other corporate proceedings on Agreement constitutes the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and constitutes a legal, valid and binding obligation obligations of Parent andthe Parent, assuming this Agreement has been duly executed and delivered by Company, is enforceable against Parent in accordance with its terms, except as enforceability may be limited ; 11.1.4 the execution and performance of the Agreement by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, Parent and the rules and regulations promulgated thereunderParent’s compliance with the transactions contemplated herein shall not: 11.1.4.1 conflict with any provision of the certificate of incorporation, by-laws or other constituent documents of the Parent, or any resolution of its board of directors or of its shareholders; and 11.1.4.2 violate any binding obligations of the Parent, or any statute, law, rule, regulation, order, writ, injunction, judgement, award, or decree or any court, arbitrator, stock exchange or (other) governmental authority; 11.1.5 the Parent has taken arranged on an unconditional basis all necessary corporate and other action financing or has sufficient funds available to authorize and reserve for issuance and to permit it to issue upon exercise of enter into and consummate this Agreement, as well as to perform all obligations in connection therewith; 11.1.6 other than as explicitly provided for in this Agreement, no consent, approval, order or authorisation of, or registration with, declaration or filing with, any person, (governmental) body or authority, and/or entity is required on the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery part of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) in connection with the execution and delivery and consummation of this Agreement Agreement; 11.1.7 the Parent is not subject to any form of bankruptcy, liquidation, receivership, administration, arrangement or scheme with creditors, moratorium, interim or provisional supervision by Parent do nota court or court appointee, whether in the jurisdiction of the place of control or incorporation (if elsewhere), and whether in or out of court; 11.1.8 all forms, reports, schedules, statements, exhibits and other documents – including pursuant to Item 601(b)(10) of Regulation S-K - required to be filed with the U.S. Securities and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the performance U.S. Securities Exchange Act of this Agreement 1934, as amended (the "Exchange Act") (such documents collectively, the "SEC Documents") have been duly and timely filed with the SEC by the Parent will not, (i) violate and its subsidiaries under the Certificate of Incorporation or Bylaws Securities Act and the Exchange Act; and/or 11.1.9 the SEC Documents filed by the Parent and/or its Affiliates comply with the applicable requirements of the ParentSecurities Act and the Exchange Act, (ii) conflict with or violate and do not contain any order applicable to the Parent or any of its subsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation untrue statement of a material Encumbrance on any material property fact or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement omit to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of state a material Encumbrance would fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or will be made, not prevent or materially delay misleading. To the performance by Parent best knowledge of Parent's obligations under this Agreement; and (g) , there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, regarding the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental EntityParent.

Representations and Warranties of the Parent. Parent NEW PARENT AND THE MERGER SUBSIDIARIES The Parent, New Parent, Merger Sub I and Merger Sub II each represents and -------------------------------------------- warrants to the Company, except as set forth on a Disclosure Schedule previously delivered to the Company that the (a"Parent Disclosure Schedule") Parent with respect to any representation or warranty set forth below, as follows: 3.1 Organization and Qualification. Each of the Parent, New Parent, Merger Sub I and Merger Sub II is a corporation duly organized, validly existing and in good standing under the laws of the State its state of Delaware incorporation and has the all requisite corporate power and authority to enter into this Agreement carry on its business as it is now being conducted. Each of the Parent, New Parent, Merger Sub I and Merger Sub II is duly qualified as a foreign corporation to carry out do business, and is in good standing, in each jurisdiction where the character of its obligations hereunder; (b) properties owned or leased or the execution and delivery nature of this Agreement by its activities makes such qualification necessary, except for failures to be so qualified or in good standing which would not, in the aggregate, have or reasonably be expected to have a material adverse effect on the business, properties, assets, financial condition or results of operations of the Parent and its subsidiaries ("the Parent Subsidiaries") taken as a whole (but excluding any change, effect, condition, event or circumstance arising out of or attributable to (i) changes, effects, conditions, events or circumstances that generally affect the industries in which the Parent or Parent Subsidiaries operate (including legal and regulatory changes) or (ii) changes arising from the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on or the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any announcement of the transactions contemplated hereby; execution of this 8 14 Agreement) (c) this Agreement has been duly executed and delivered by a "Parent and constitutes a legal, valid and binding obligation of Parent and, assuming this Agreement has been duly executed and delivered by Company, is enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the applicable blue sky laws of any state, and the rules and regulations promulgated thereunder, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise Material Adverse Effect"). Copies of the Option, charter documents and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all Encumbrances, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws by-laws of the Parent, (ii) conflict with or violate any order applicable New Parent, Merger Sub I and Merger Sub II have heretofore been delivered to the Parent or any Company and such copies are accurate and complete as of its subsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any material property or assets of Parent or any of its subsidiaries pursuant to, any material contract or agreement to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their material property is bound or affected, except to the extent that any such breach, default, right of termination, amendment, acceleration or cancellation or creation of a material Encumbrance would not prevent or materially delay the performance by Parent of Parent's obligations under this Agreement; and (g) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entitydate hereof.