Common use of Required Approvals Clause in Contracts

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Facilities Approvals and New Facilities Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 It shall not, and shall not permit any of this Agreementits Subsidiaries to, without the obligations prior written consent of each Party to perform its respective Work under this Agreement are expressly contingent upon Laurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Party receiving all licensesCompany’s indebtedness to Laurus and as set forth on Schedule 13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, permitsguarantee, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, endorse or federal regulatory agency otherwise become directly or other governmental agency or authority, and from any other third party that may be required for such Party contingently liable in connection with any obligations of any other Person, except the performance endorsement of such Party’s obligations under negotiable instruments by it or its Subsidiaries for deposit or collection or similar transactions in connection with this Agreement the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the “Required Approvals”)purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture, except (x) travel advances, (iiy) each Required Approval being granted without the imposition loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion$10,000, and (iiiz) loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all applicable appeal periods with respect of such Subsidiary’s assets to secure the Required Approvals having expired Obligations; (vi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (vii) directly or indirectly, prepay any appeal having been made orindebtedness (other than to Laurus and in the ordinary course of business), if such an appeal has been madeor repurchase, a fullredeem, final retire or otherwise acquire any indebtedness (other than to Laurus and non-appealable determination having been made regarding same by a court in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (viii) enter into any merger, consolidation or other administrative body of competent jurisdiction, which determination disposes of reorganization with or otherwise resolves such appeal (into any other Person or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as acquire all or a portion of the Effective Dateassets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company shall have provided Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (ix) materially change the nature of the business in which it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or presently engaged; (x) become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereofby way of amendment to or modification of) for all Company Reimbursable Costs. For any agreement or instrument which by its terms would (under any circumstances) restrict its or any of its Subsidiaries’ right to perform the avoidance provisions of doubt: all this Agreement or any of the Ancillary Agreements; (xi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiii) xxxx Accounts under any name except the present name of such Company’s actual costs in connection with seeking ; or (xiv) sell, lease, transfer or otherwise dispose of any Required Approvals shall also be included within the meaning of its properties or assets, or any of the term Company Reimbursable Costs properties or assets of its Subsidiaries, except for (1) the sale of Inventory in the ordinary course of business and shall (2) the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be paid held as cash collateral for by Developerthe Obligations.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Facilities Approvals, New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and from if applicable, the NYPSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Removed Facilities Approvals, Retained Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents Customer acknowledges that, as a condition to releasing, in whole or in part, the portion of the Effective DateExisting Line Easement(s) pertaining to the Removed Facilities, it is not aware of any Required Approvals that will need Company may be required by applicable law or regulation, including, without limitation, the approval process required pursuant to be obtained New York Public Service Law, Section 70, to compensate Company’s customers for such Party to perform its obligations under this Agreement.release (“Compensation Amount”), and Customer agrees that any such Compensation Amount, and any other costs or expenses incurred by Company in obtaining and recording the releases, including, without limitation, any costs or expenses resulting from conditions imposed on the Company by the NYPSC in granting New York Public Service Law, Section 70 approval, shall be included within the meaning of the term Company Reimbursable Costs and shall be reimbursed by Customer. NMPC/O’Brien and Xxxx Cost Reimbursement Agreement dated as of September 25th 2019 EXECUTION VERSION 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Facilities Approvals, New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. : 2/21/2020 - Docket #: ER20-1352-000 - Page 31 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC), and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.. Transco and NMPC Reimbursement Agreement - December 2020 EXECUTION VERSION SERVICE AGREEMENT NO. 2590 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Facilities Approvals, New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.Lake Placid Cost Reimbursement Agreement - February 2020 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.Engineering & Procurement Agreement - Invenergy 105.8 MW Number 3 Wind Project 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation, the New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and if applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.. Effective Date: 9/17/2020 - Docket #: ER21-120-000 - Page 25

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Line Approvals, New Line Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which may include, without limitation and from as applicable, the NYISO and the NYPSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents Developer acknowledges that, as a condition to conveying the Existing Line Property, Company may be required by applicable law or regulation, including, without limitation, the approval process required pursuant to New York Public Service Law, Section 70, to compensate Company’s customers for such conveyance in an amount which exceeds the Existing Line Property Purchase Amount, and Developer agrees that any such amount, and any other costs or expenses incurred by Company, including, without limitation, any costs or expenses resulting from conditions imposed on the Company by the NYPSC in granting New York Public Service Law, Section 70 approval, shall be included within the meaning of the Effective Date, it is not aware of any term Company Reimbursable Costs and shall be reimbursed by Developer. Developer further acknowledges that the Required Approvals will include any required releases from the lien of Company’s first mortgage indenture and Developer agrees that will need any costs incurred by the Company to secure the issuance of such release or releases, including, without limitation, any cash or other proceeds that must be delivered to the trustee under the terms of such indenture to secure any such release which exceed the Existing Line Property Purchase Amount (but excluding, for the avoidance of doubt, payments of principal or interest on underlying debt issued pursuant to such first mortgage indenture), shall be included within the meaning of the term Company Reimbursable Costs and shall be reimbursed by Developer. Anything in this Agreement to the contrary notwithstanding, Company shall have no obligation to convey the Existing Line Property unless and until Company has obtained all such required releases from the lien of Company’s first mortgage indenture, and Company shall have no liability for failure to convey the Existing Line Property due to an inability to obtain any such Party required release, provided that Company shall have used good faith efforts to perform its obligations under this Agreementobtain such release. For the purposes hereof, “good faith efforts” shall mean Company’s submission of one (1) application for partial release of Company’s first mortgage indenture to the holder thereof following Company’s determination that all necessary information has been assembled to constitute a complete and accurate application package and, to the extent necessary, reasonable follow-up thereafter by Company regarding the indenture trustee’s processing and acceptance of such application. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole but good faith discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.. Effective Date: 3/18/2020 - Docket #: ER20-1584-000 - Page 35 Transco and NMPC Engineering & Procurement Agreement - March 2020

Required Approvals. 18.1 Subject (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, and except as contemplated by this Agreement or the Sale Procedures Order, the Parties shall use their reasonable best efforts to cooperate and take, or cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable (subject to any applicable Laws) to consummate the Closing and the Transaction as promptly as reasonably practicable including, but not limited to the preparation and filing of all forms, registrations and notices required pursuant to applicable Law to be filed to consummate the Closing and the Transaction and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, Consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers by any third party or Governmental Authority; provided, however, that Section 23.3 5.14 is the only section of this Agreement governing the Financing and Purchaser’s obligations to obtain Financing and that this Section 5.8 shall not apply to the Financing or Purchasers’ obligations to obtain Financing. In furtherance of the foregoing, the Parties agree that as promptly as reasonably practicable following the execution of this Agreement, the obligations of each Party to perform its respective Work Parties shall make all premerger notification filings required under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises the HSR Act (which shall in any event be made prior to the later of (x) five (5) Business Days after the approval by the Bankruptcy Court of the Sale Procedures Order and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with (y) fifteen Business Days after the performance date of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”Agreement), (ii) the pre-merger notification rules in any other jurisdiction in which the parties agree applicable Law requires a premerger notification filing (which filing shall be made promptly following such determination) and (iii) comply at the earliest practical date with any request under the HSR Act for additional information, documents or other materials received by each Required Approval being granted without of them or any of their respective Affiliates from the imposition Federal Trade Commission or the Antitrust Division of the Department of Justice in respect of such filings, whether such request is formal or informal. Subject to applicable Law, each such Party shall promptly inform the other Parties hereto of any modification oral communication with, and provide copies of written communication with, any Governmental Authority regarding any such filings. No Party shall independently participate in any substantive meeting or condition discussion, either in person or by telephone, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the terms meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or any other antitrust law. The Purchasers shall be responsible for and shall pay all fees in respect of any required premerger notification filings. (b) The Parties shall use their best efforts to take all reasonable steps as may be necessary to obtain an approval from, resolve any objection or assertion by any Governmental Authority or to resolve an action or proceeding by, any Governmental Authority, whether by judicial or administrative action, challenging this Agreement or the subject transactionsconsummation of the Transaction or the performance of obligations hereunder under any antitrust law. Notwithstanding the foregoing, unless such modification(sno Purchaser will be obligated to commit to the divestiture of any assets or business of any Purchaser (or any Affiliate of a Purchaser) or condition(s) are agreed any Purchased Assets or the Spheris India Capital Stock or to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to any limitations on the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body conduct of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreementbusiness. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Line Approvals, New Line Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which may include, without limitation and from as applicable, the NYISO and the NYPSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents Developer acknowledges that, as a condition to conveying the Existing Line Property, Company may be required by applicable law or regulation, including, without limitation, the approval process required pursuant to New York Public Service Law, Section 70, to compensate Company’s customers for such conveyance in an amount which exceeds the Existing Line Property Purchase Amount, and Developer agrees that any such amount, and any other costs or expenses incurred by Company, including, without limitation, any costs or expenses resulting from conditions imposed on the Company by the NYPSC in granting New York Public Service Law, Section 70 approval, shall be included within the meaning of the Effective Date, it is not aware of any term Company Reimbursable Costs and shall be reimbursed by Developer. Developer further acknowledges that the Required Approvals will include any required releases from the lien of Company’s first mortgage indenture and Developer agrees that will need any costs incurred by the Company to secure the issuance of such release or releases, including, without limitation, any cash or other proceeds that must be delivered to the trustee under the terms of such indenture to secure any such release which exceed the Existing Line Property Purchase Amount (but excluding, for the avoidance of doubt, payments of principal or interest on underlying debt issued pursuant to such first mortgage indenture), shall be included within the meaning of the term Company Reimbursable Costs and shall be reimbursed by Xxxxxxxxx. Anything in this Agreement to the contrary notwithstanding, Company shall have no obligation to convey the Existing Line Property unless and until Company has obtained all such required releases from the lien of Company’s first mortgage indenture, and Company shall have no liability for failure to convey the Existing Line Property due to an inability to obtain any such Party required release, provided that Company shall have used good faith efforts to perform its obligations under this Agreementobtain such release. For the purposes hereof, “good faith efforts” shall mean Company’s submission of one (1) application for partial release of Company’s first mortgage indenture to the holder thereof following Company’s determination that all necessary information has been assembled to constitute a complete and accurate application package and, to the extent necessary, reasonable follow-up thereafter by Company regarding the indenture trustee’s processing and acceptance of such application. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole but good faith discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject (a) Prior to Section 23.3 the Closing, upon the terms and subject to the conditions of this Agreement, and except as contemplated by this Agreement or the Sale Order, the Parties shall take, or cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable to consummate the Closing and the Transactions as promptly as reasonably practicable, including the preparation and filing of all forms, registrations and notices required pursuant to applicable Law to be filed to consummate the Closing and the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, Consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers by any third party or Governmental Authority. In furtherance of the foregoing, the Parties agree that as promptly as reasonably practicable following the execution of this Agreement, the obligations of each Party to perform its respective Work Parties shall make all premerger notification filings required under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from the HSR Act (which shall in any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may event be required for such Party in connection with made within five (5) Business Days after the performance date of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”Agreement), (ii) each Required Approval being granted without the imposition of pre-merger notification rules in any modification or condition of other jurisdiction in which the terms of this Agreement or the subject transactions, unless parties agree applicable Law requires a premerger notification filing (which filing shall be made promptly following such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretiondetermination), and (iii) comply at the earliest practical date with any request under the HSR Act for additional information, documents or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice in respect of such filings, whether such request is formal or informal. Subject to applicable Law, each such Party shall promptly inform the other Parties hereto of any oral communication with, and provide copies of written communication with, any Governmental Authority regarding any such filings. No Party shall independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or any other antitrust law. The Purchasers and Sellers shall each be responsible for and shall pay 50% of all applicable appeal periods fees in respect of any required premerger notification filings. (b) The Parties shall use their best efforts to take all reasonable steps as may be necessary to obtain an approval from, resolve any objection or assertion by any Governmental Authority or to resolve an action or proceeding by, any Governmental Authority, whether by judicial or administrative action, challenging this Agreement or the consummation of the Transaction or the performance of obligations hereunder under any antitrust law. Notwithstanding the foregoing, no Purchaser will be obligated to commit to the divestiture of any assets or business of any Purchaser (or any Affiliate of a Purchaser) or any Purchased Assets or to any limitations on the conduct of its business. (c) Purchaser and Sellers shall use their best efforts to take all reasonable steps as may be necessary to obtain CFIUS Approval. Purchaser and Sellers shall consult with each other on strategic matters related to the CFIUS review, and Sellers shall cooperate with Purchaser in pursuing the course of action that Purchaser, in good faith, believes to be optimal for purposes of obtaining CFIUS Approval. Purchaser and Sellers shall keep each other generally apprised of communications with, and requests for additional information from, CFIUS with respect to the Required Approvals having expired without transactions contemplated by the Agreement; provided, however, that Purchaser shall be responsible for, and shall take the lead in, any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of communication with any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made Governmental Authority in connection with seeking the CFIUS review. If Sellers receive any Required Approval request from any Governmental Authority for supplemental information in connection with the CFIUS review, Sellers shall, within two Business Days of such request and is deniedunless directed to the contrary by the Government Authority, provide any such requested information to Purchaser for review, and Sellers or Purchaser shall provide such requested information to such Governmental Authority within one Business Day after Purchaser receives such requested information from Seller. If Purchaser receives any request from any Governmental Authority for supplemental information in connection with the CFIUS review, Purchaser shall, within three Business Days of such request, provide any such requested information to such Governmental Authority. Subject to Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed), Purchaser and Sellers shall take such actions and agree to such conditions as may be requested or required by CFIUS in connection with, or is granted in as a formcondition of, or subject CFIUS Approval including, on the part of Purchaser, agreeing to conditionsmitigation measures regarding the operation of the Purchased Assets, the use of any Purchased IP, and the interaction of Purchaser and/or the Purchased Assets with the USG Business as necessary to assure the continued operation of the USG Business; provided, however, that either Party rejectsin no event shall Purchaser be required to agree to any term or take any action in connection with the CFIUS Approval that reasonably would be expected to materially and adversely affect the expected economic or commercial benefits to Purchaser arising from the transactions contemplated hereby. (d) In addition, unless CFIUS Approval has been obtained or Purchasers receive a letter from the Department of Treasury, written in its sole discretion, capacity as unacceptable, this Agreement shall terminate as chair of CFIUS and pursuant to the authorities in Section 721 of the date that a Party notifies Defense Production Act, expressing CFIUS objection to the other Party of such denial or rejection, in which event the obligations formation of the Parties under this Agreement trust and the consummation of the transactions as contemplated by Section 6.1(k)(ii), Purchasers shall cease as of such date and this Agreement shall terminatetake all actions necessary for Purchasers to satisfy the condition set forth in Section 6.1(k)(ii) by January 15, 2013. (e) Sellers shall, subject to DeveloperPurchaser’s obligation consent (which shall not be unreasonably withheld, conditioned or delayed), use their best efforts to pay Company take all reasonable steps as may be necessary to resolve any request by DDTC for the taking of any action necessary to ensure that ITAR-Controlled Assets are fully excluded from the Transaction. Notwithstanding the immediately preceding sentence, in accordance with no event shall Purchaser be required to consent to any action that would reasonably be expected to materially and adversely affect the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For expected economic or commercial benefits to Purchaser arising from the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developertransactions contemplated hereby.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC), and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.. Effective Date: 12/11/2020 - Docket #: ER21-778-000 - Page 35 EXECUTION VERSION SERVICE AGREEMENT NO. 2590 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 (I) The Company, without the prior written consent of this Agreementthe Purchaser, the obligations shall not, and shall not permit any of each Party to perform its respective Work under this Agreement are expressly contingent upon Subsidiaries to: (a) (i) each Party receiving all licensesdirectly or indirectly declare or pay any dividends, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, other than dividends paid to the Company or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Credit Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without issue any preferred stock that is manditorily redeemable prior to the imposition earlier to occur of any modification or condition (x) the six month anniversary of the terms Maturity Date (as defined in the Note) and (y) the date upon which all Obligations (as defined in each Security Document) of the Company and its Subsidiaries arising under this Agreement and/or the Related Agreements shall have been indefeasibly satisfied in full or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods redeem any of its preferred stock or other equity interests; (b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with respect to any other person or entity (unless, in the Required Approvals having expired without any appeal having been made case of such a merger, the Company or, in the case of merger not involving the Company, such other Credit Party or, if no Credit Party is involved, such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatSubsidiary, as of applicable, is the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.surviving entity); 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or (c) become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company’s or any of its Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; (d) materially alter or change the nature of the business of the Company and 21.4 hereofits Subsidiaries taken as a whole away from the biotechnology industry as reasonably determined by the Purchaser; or (e) for all Company Reimbursable Costs. For (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the avoidance purchase of doubt: all equipment (not in excess of five percent (5%) of the fair market value of the Company’s actual costs and its Subsidiaries’ assets)) whether secured or unsecured other than (x) the Company’s obligations owed to the Purchaser, (y) indebtedness set forth on Schedule 6.11(I)(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any indebtedness incurred in connection with seeking the purchase of assets (other than equipment) in the ordinary course of business, or any Required Approvals refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall also be included within only encumber the meaning fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other person or entity, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); (f) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) loans or advances to any Credit Parties (as used herein, “Stock” means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term Company Reimbursable Costs is defined in Rule 3a11-1 of the General Rules and shall be paid for Regulations promulgated by Developer.the SEC under the Securities Exchange Act of 1934));

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.12465314.8 6/24/2021 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Land Use and Permitting Approvals and the Company Approvals) from any localGovernmental Authority (which shall include the FERC and may also include, statewithout limitation and as applicable, or federal regulatory agency or other governmental agency or authority, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 (a) Subject to Section 18.2(b) and Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptableunacceptable (each, a “Failed Approval”), this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: doubt (and anything in this Agreement to the contrary notwithstanding): (i) all of the Company’s actual costs in connection with seeking and/or reviewing any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer., and (ii) any failure or inability of Developer to obtain any Required Approval or any other licenses, permits, permissions, certificates, approvals, authorizations, rights, consents, franchises and/or releases from any Governmental Authority, property owner or any other third party that may be required for Developer to implement, construct, operate or maintain the AHET, in whole or in part, shall not excuse Developer’s obligation to pay all Company Reimbursable Costs incurred during the term of this Agreement, even if such failure or inability makes or renders any related Company Work performed hereunder without value or use to Developer. Effective Date: 2/19/2019 - Docket #: ER19-1401-000 - Page 36 Cost Reimbursement Agreement - Greenway Conservancy for the Xxxxxx River Valley - Feb. 2019 NYISO Agreements --> Service Agreements --> CRA between NMPC and Greenway Conservancy for Xxxxxx River

Required Approvals. 18.1 Subject to Section 23.3 (I) The Company, without the prior written consent of this Agreementthe Purchaser, the obligations shall not, and shall not permit any of each Party to perform its respective Work under this Agreement are expressly contingent upon Subsidiaries to: (a) (i) each Party receiving all licensesdirectly or indirectly declare or pay any dividends, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, other than dividends paid to the Company or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Credit Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without issue any preferred stock that is manditorily redeemable prior to the imposition earlier to occur of any modification or condition (x) the six month anniversary of the terms Maturity Date (as defined in the Note) and (y) the date upon which all Obligations (as defined in each Security Document) of the Company and its Subsidiaries arising under this Agreement and/or the Related Agreements shall have been indefeasibly satisfied in full or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods redeem any of its preferred stock or other equity interests; (b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with respect to any other person or entity (unless, in the Required Approvals having expired without any appeal having been made case of such a merger, the Company or, in the case of merger not involving the Company, such other Credit Party or, if no Credit Party is involved, such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatSubsidiary, as of applicable, is the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.surviving entity); 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or (c) become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company’s or any of its Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; (d) materially alter or change the nature of the business of the Company and 21.4 hereofits Subsidiaries taken as a whole away from the biotechnology industry as reasonably determined by the Purchaser; or (e) for all Company Reimbursable Costs. For (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the avoidance purchase of doubt: all equipment (not in excess of five percent (5%) of the fair market value of the Company’s actual costs and its Subsidiaries’ assets)) whether secured or unsecured other than (x) the Company’s obligations owed to the Purchaser, (y) indebtedness set forth on Schedule 6.11(I)(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any indebtedness incurred in connection with seeking the purchase of assets (other than equipment) in the ordinary course of business, or any Required Approvals refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall also be included within only encumber the meaning fixed assets so purchased and no other assets of the term Company Reimbursable Costs or any of its Subsidiaries; (ii) cancel any indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other person or entity, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); (f) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to its and shall be paid for by Developer.its

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this : 8/12/2019 - Docket #: ER20-37-000 - Page 30 Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 NYISO Agreements --> Service Agreements --> NMPC & Invenergy Wind - Engineering & Procurement Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Existing Line Approvals, New Line Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which may include, without limitation and from as applicable, the NYISO and the NYPSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents Developer acknowledges that, as a condition to conveying the Existing Line Property, Company may be required by applicable law or regulation, including, without limitation, the approval process required pursuant to New York Public Service Law, Section 70, to compensate Company’s customers for such conveyance in an amount which exceeds the Existing Line Property Purchase Amount, and Developer agrees that any such amount, and any other costs or expenses incurred by Company, including, without limitation, any costs or expenses resulting from conditions imposed on the Company by the NYPSC in granting New York Public Service Law, Section 70 approval, shall be included within the meaning of the Effective Date, it is not aware of any term Company Reimbursable Costs and shall be reimbursed by Developer. Developer further acknowledges that the Required Approvals will include any required releases from the lien of Company’s first mortgage indenture and Developer agrees that will need any costs incurred by the Company to secure the issuance of such release or releases, including, without limitation, any cash or other proceeds that must be delivered to the trustee under the terms of such indenture to secure any such release which exceed the Existing Line Property Purchase Amount (but excluding, for the avoidance of doubt, payments of principal or interest on underlying debt issued pursuant to such first mortgage indenture), shall be included within the meaning of the term Company Reimbursable Costs and shall be reimbursed by Developer. Anything in this Agreement to the contrary notwithstanding, Company shall have no obligation to convey the Existing Line Property unless and until Company has obtained all such required releases from the lien of Company’s first mortgage indenture, and Company shall have no liability for failure to convey the Existing Line Property due to an inability to obtain any such Party required release, provided that Company shall have used good faith efforts to perform its obligations under this Agreementobtain such release. For the purposes hereof, “good faith efforts” shall mean Company’s submission of one (1) application for partial release of Company’s first mortgage indenture to the holder thereof following Company’s determination that all necessary information has been assembled to constitute a complete and accurate application package and, to the extent necessary, reasonable follow-up thereafter by Company regarding the indenture trustee’s processing and acceptance of such application. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole but good faith discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation and as applicable, the Land Use and Permitting Approvals and the Company Approvals) from any localGovernmental Authority (which shall include the FERC and may also include, statewithout limitation and as applicable, or federal regulatory agency or other governmental agency or authority, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 (a) Subject to Section 18.2(b) and Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptableunacceptable (each, a “Failed Approval”), this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: doubt (and anything in this Agreement to the contrary notwithstanding): (i) all of the Company’s actual costs in connection with seeking and/or reviewing any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer., and (ii) any failure or inability of Developer to obtain any Required Approval or any other licenses, permits, permissions, certificates, approvals, authorizations, rights, consents, franchises and/or releases from any Governmental Authority, property owner or any other third party that may be required for Developer to implement, construct, operate or maintain the AHET, in whole or in part, shall not excuse Developer’s obligation to pay all Company Reimbursable Costs incurred during the term of this Agreement, even if such failure or inability makes or renders any related Company Work performed hereunder without value or use to Developer. Cost Reimbursement Agreement - Greenway Conservancy for the Xxxxxx River Valley - Feb. 2019 Execution Version

Required Approvals. 18.1 Subject to Section 23.3 (a) As promptly as practicable after the Effective Time of this Agreement, the obligations of each Party Contributors shall use Best Efforts to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving obtain all licensesnecessary consents, permits, permissions, certificatesnovations, approvals, authorizations, consentsrequirements (including filing and registration requirements), franchises transfers, waivers and releases agreements (“Consents”) from any localPersons necessary to authorize, stateapprove or permit the full and complete sale, conveyance, assignment, sublease or federal regulatory agency or other governmental agency or authority, transfer of the Xxxxxx Contributed Assets and from any other third party that the EControls Contributed Assets and to make effective the transactions contemplated by this Agreement as may be required for such Party that are not obtained prior to the Effective Time. (b) Notwithstanding anything in connection with this Agreement to the performance contrary, this Agreement will not constitute an agreement to sell, convey, assign, sublease or transfer the Xxxxxx Contributed Assets or the EControls Contributed Assets, if and to the extent any attempted sale, conveyance, assignment, sublease or transfer of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”)assets, (ii) each Required Approval being granted without the imposition Consent of any modification or condition of the terms of this Agreement another Person to such transfer, would constitute a breach by a Contributor, or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods Company with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costsunderlying Contributed Asset. For the avoidance of doubt: all , a Contributor’s failure to contribute a Xxxxxx Contributed Asset or EControls Contributed Asset, as applicable, shall not constitute a breach of any representation in Article IV or V, as applicable. If any required Consent is not obtained on or prior to the Effective Time, Xxxxxx-Inc. or EControls- Inc., as applicable, shall cooperate with the Company and Xxxxxx-LLC or EControls-LLC, as applicable, at the cost and expense of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning Contributor of the term underlying Contributed Asset, in any reasonable arrangement designed to provide the Company Reimbursable Costs with the benefits intended to be assigned to the Company with respect to the underlying Contributed Asset, including enforcement of any and all rights of either Xxxxxx-Inc. or EControls-Inc., as applicable, against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and only if such reasonable arrangement can be made, and except as otherwise provided herein, the Company agrees to accept the burdens and perform the obligations underlying such party’s Contributed Asset. Furthermore, if the other party’s Consent is subsequently obtained, Xxxxxx-LLC or EControls-LLC, as applicable shall at such time agree to assume all liabilities and obligations thereunder. If and to the extent that such arrangement cannot be paid for by Developermade, the Company shall have no obligation with respect to any such party’s Contributed Asset.

Required Approvals. 18.1 Subject to Section 23.3 (a) Between the date of this AgreementAgreement and the Closing Date, the obligations each party shall use commercially reasonable efforts to obtain all consents and approvals of each Party Governmental Authorities and other Persons required to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party obtained in connection with the performance consummation of such Party’s obligations under or in connection with the transactions contemplated by this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect prior to the Required Approvals having expired without any appeal having been made orClosing, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereoftaking all required actions relating to the HSR Act as set forth in Section 7.6(b) below. Notwithstanding the foregoing, except as otherwise agreed to by the parties, no party will have any obligation to pay any material fee to any third party (not including filing or other fees payable to Governmental Authorities) for the purpose of obtaining any consents or approvals. (b) Each party (i) shall cooperate with the other parties and shall use commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”) as soon as practicable following the date of this Agreement (but in no event later than ten (10) business days from and after the date hereof); (ii) shall use commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act; (iii) agrees to use its reasonable best efforts to negotiate with the FTC, the DOJ and/or any other Governmental Authority in respect of such filings to prevent the issuance of any requests for additional information, documents or other materials under the HSR Act; provided, that, (x) if such a request is about to be issued notwithstanding the parties’ efforts, the parties shall discuss the withdrawal and refiling of the filings to avoid the issuance of such a request and to enable the parties to continue to attempt to resolve the issues raised by any Governmental Authority in connection with the filings without the need to respond to any such request, and each of the parties shall have the option of withdrawal and refiling, and that, (y) if any such requests are nonetheless issued, to seek modification of same and comply at the earliest practicable date with respect thereto, as modified; and (iv) shall act in good faith and reasonably cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. To the extent not prohibited by Law, each party to this Agreement shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement. Each of the Company Reimbursable Costsand Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such filings or any such transaction. For Neither the avoidance Company, on the one hand, neither Parent nor any of doubt: all its Subsidiaries, on the other hand, shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving Parent or the Company, as the case may be, prior notice of the meeting and discussing with Parent or the Company, as the case may be, the advisability of Parent’s or the Company’s actual costs representatives, as the case may be, participating in connection with seeking any Required Approvals such meeting or conversation. Each of Parent and the Company shall also use reasonable best efforts to take such action as may be included within required to cause the meaning expiration of the term notice periods under the HSR Act or other antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Section 7.6 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Closing Date, any assets, businesses or interest in any assets or businesses of Parent or the Company Reimbursable Costs or any of their Affiliates (or consent to any sale, or agreement to sell, by the Company of any of their assets or businesses) or agree to any material changes or restrictions in the operations of any such assets or businesses. (c) Each party shall bear its own costs for filing and other fees payable to Governmental Authorities, except for the filing fee under the HSR Act, which the parties agree to share equally. On the filing date of the Notification under the HSR Act by Parent, the Company shall be paid deliver payment in immediately available funds to Parent for by Developerone half of the filing fee.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, (a) All Required Approvals required for the obligations Project as of each Party to perform its respective Work under date on which this Agreement representation is made are expressly contingent upon listed on Part I of Schedule 4.1.6, 4.2.5, 4.3.3 or 4.4.8 (as such Schedules exist on each such date) and: (i) DOE has received fully executed copies of each Party receiving of the Required Approvals listed on Part I of such schedules; (ii) the copies of such Required Approvals delivered to DOE as of the date on which this representation is made are true, correct and complete copies of such Required Approvals (including all licensesschedules, permitsexhibits, permissionsattachments, certificatessupplements and amendments thereto and any related protocols or side letters); (iii) no term or condition of any of such Required Approvals has been amended from the form delivered to DOE as of the date on which this representation is made; (iv) each such Required Approval has been validly issued, approvalsis in full force and effect and Non-Appealable; (v) all conditions precedent to the effectiveness of any such Required Approval have been satisfied (other than conditions not required to be satisfied as of the date on which this representation is made that do not require discretionary approval of a third party); and (vi) the Borrower has no reason to believe that any of such Required Approvals shall be revoked. (b) All Required Approvals not required for the Project as of the date on which this representation is made are listed on Part II of Schedule 4.1.6, authorizations4.2.5, consents4.3.3 or 4.4.8 (as such Schedules exist on each such date), franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityrespectively, and from the Borrower has no reason to believe that it or any other third party that Borrower Entity or, to the Borrower’s Knowledge, any relevant Major Project Participant (as applicable) shall fail to obtain the Required Approvals set forth on Part II of such schedule in the ordinary course free of any unduly burdensome conditions or requirements at such time or times as may be required for such Party in connection with under the Transaction Documents or as is otherwise necessary to avoid any material delay in, or impairment to, the performance of such Party’s obligations under or the transactions as contemplated by the Transaction Documents. (c) The Required Approvals described in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(sSection 5.8(a) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to of the Required Approvals having expired without that are necessary or required to be obtained as of the Guarantee Agreement Date and as of each date thereafter that this representation is made, as applicable, under Applicable Law or any appeal having been made agreement applicable to, or binding on, any Borrower Entity or any of their respective Properties or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction Borrower’s Knowledge, any Project Participant or any of both Parties in their respective sole discretion. Each Party represents thatProperties. (d) The Borrower, each Borrower Entity and, to the Borrower’s Knowledge, each other Major Project Participant is in compliance in all material respects with all Required Approvals that are, as of each date of this representation, required to be obtained by or are, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 date of this Agreementrepresentation, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject otherwise applicable to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperPerson.

Required Approvals. 18.1 (a) Subject to Section 23.3 the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist, to cooperate and, in the case of Parent, to cause the members of the Parent Group to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including using reasonable best efforts to accomplish the following, (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties and cooperating with the other party to obtain any consents or waivers reasonably requested by such other party in connection with the consummation of the Merger and the other transactions contemplated hereby, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract and neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration in connection with obtaining any consent without the prior consent of Parent. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than 15 Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, and promptly, but in no event later than 15 Business Days after the date hereof, file all initial applications required to be filed with the FCC, (ii) use best efforts to cooperate with each other and, in the case of Parent, to cause each member of the Parent Group to cooperate in (x) determining promptly whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) making promptly all such filings and obtaining all such consents, permits, authorizations or approvals, in each case, as promptly as practicable, (iii) supplying to any Governmental Entity as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take promptly, or cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger, the Financing and the other transactions contemplated hereby, as promptly as practicable, including using reasonable best efforts to take all such further action, and, in the case of Parent, to cause each member of the Parent Group to take all such further action, as may be necessary (A) to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, the FCC or any State Commission or any other person may assert under any Regulatory Law with respect to the Merger and the other transactions contemplated hereby, and (B) to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as promptly as practicable and in any event no later than the End Date, including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, preservation of assets or other trust, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of any member of the Parent Group, Parent or its partners or any of their respective Subsidiaries or Affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions, or, in the case of Parent, to cause the members of the Parent Group to take any action, that after the Closing would limit the freedom of the Parent Group, Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that, neither the Company nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries or Affiliates be obligated to, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or Affiliates, as the case may be, unless such requirement, condition, understanding, agreement or order is binding on the Company or Parent, its Subsidiaries or Affiliates, respectively, only in the event that the Closing occurs. (c) Subject to applicable legal limitations, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees that, during the term of this Agreement, it will not withdraw its filing under the obligations HSR Act or any other applicable Regulatory Law without the written consent of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or the other governmental agency or authorityparty, and from each of the Company and Parent agrees that it will not enter into any timing agreement with any Governmental Entity without the written consent of the other third party that may be required for such Party party. To the extent practicable under the circumstances, each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the performance proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.5, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate, and Parent shall cause each of the members of the Parent Group to cooperate, in all reasonable respects with each other and shall use its respective reasonable best efforts to contest and resist any such Party’s obligations under action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, acts, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with this Agreement the Merger and the transactions contemplated thereby, including (i) the “Required Approvals”)Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) each Required Approval being granted without the imposition of any modification rules or condition regulations of the terms FCC or any State Commission or any other Laws relating to the provision of this Agreement mobile wireless voice or data services and any statute under the subject transactionsauthority of which such rules or regulations have been promulgated, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to any Law governing the Required Approvals having expired without direct or indirect ownership or control of any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware operations or assets of the Company and its Subsidiaries or (iv) any Law with the purpose of protecting the national security or the national economy of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costsnation. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking , “Regulatory Law” shall not include any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developercorporation, contract, partnership or similar Law.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC), and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and as applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the The obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (including, and from any other third party that may be required for such without limitation, the New York Public Service Commission (“NYPSC””)) ffrroomm aannyy ootthheerr tthhiirrdd ppaarrttyy tthhaatt mmaayy bbee rreeqquuiirreedd ffoorr ssuch Party in connection with the performance of such Party’s obligations under or in connection perrffoorrmmaannccee ooff ssuucchh PPaarrttyy’’ss oobblliiggaattiioonnss uunnddeerr oor iinn ccoonnnneeccttion with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. National Grid agrees to make the appropriate filing with NYPSC following execution and delivery of this Agreement. Each Party represents that, as of agrees to use commercially reasonable efforts to obtain the Effective Date, it is not aware of any Required Approvals that will need to be obtained required for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if . If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminateterminate without recourse to either Party. Buyer acknowledges that, subject as a condition to Developer’s obligation to pay Company in accordance with selling the terms of this Agreement (Assets, Seller may be required by applicable law or regulation, including, without limitation, Sections 21.3 the approval process required pursuant to New York Public Service Law, Section 70, to compensate Seller’s customers for such sale in an amount which exceeds the Purchase Price, and 21.4 hereof) for all Company Reimbursable Costs. For Buyer agrees that any such amount, and any other costs or expenses incurred by Seller, including, without limitation, any costs or expenses resulting from conditions imposed on the avoidance of doubt: all of Seller by the Company’s actual costs NYPSC in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and granting New York Public Service Law, Section 70 approval, shall be paid for or reimbursed by DeveloperXxxxx at Closing.

Required Approvals. 18.1 Subject to Section 23.3 of this AgreementExcept as provided below, until the Note is paid in full, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon Buyer shall not, directly or indirectly, voluntarily or involuntarily: (i) each Party receiving all licensessell, permitstransfer, permissionsassign or otherwise dispose of (including any disposition occurring by merger, certificates, approvals, authorizations, consents, franchises and releases from any local, state, consolidation or federal regulatory agency operation of law involving Buyer or other governmental agency or authority, and from any other third party that may be required for such Party in connection with person) any Name or any of the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), Shares; or (ii) grant any security interest, lien or other encumbrance upon any of Buyer's right, title and interest in, to or under any Name (hereinafter each Required Approval being granted without a "Security Interest") or any of the imposition Shares unless (A) any such Security Interest is fully subordinated to the rights of the Seller under the Security Agreement; (B) the Seller's rights under the Security Agreement are recorded and of public record through the filing of a Form UCC-1 Financing Statement; and (C) prior to the creation of any modification or condition Security Interest, the prospective secured party is notified in writing of the terms existence of this the Note and the Security Agreement (such notification being in addition to the "notice" provided by the filing of a UCC-1 or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and UCC-3); or (iii) all use or permit any other person to use the Names in any manner that is in violation of applicable appeal periods law or the rights of any third parties (it being understood that the Buyer may comply with its obligations under this clause (iii) with respect to any other person by obtaining contractual agreements from such persons); except, in the case of clauses (i) or (ii), with the prior written approval of the Seller (hereinafter each a "Required Approval"). In the case of clauses (i) and (ii), the Seller shall have sole and absolute discretion in its decision whether to grant or deny a Required Approval and may deny a Required Approval for any reason or for no reason. Unless otherwise agreed in writing by the Seller, any such sale, transfer, assignment or other disposition, license, lease or other right to use, or security interest, lien or other encumbrance to which the Seller consents in writing shall be subject to and subordinate to the Seller's rights under the Security Agreement and shall be conditioned upon the other party thereto acknowledging in writing such rights and agreeing to be bound by the Buyer's obligations under the Security Agreement with respect to the Required Approvals having expired without any appeal having been made orapplicable Name or Names or Shares. Any such sale, if such an appeal has been madetransfer, a full, final and non-appealable determination having been made regarding same by a court assignment or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denieddisposition, or is granted security interest, lien or other encumbrance, to which the Seller shall not consent in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and writing shall be paid for by Developervoid ab initio.

Required Approvals. 18.1 Subject to Section 23.3 (a) Between the date of this AgreementAgreement and the Closing Date, the obligations each party shall use commercially reasonable efforts to obtain all consents and approvals of each Party Governmental Authorities and other Persons required to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party obtained in connection with the performance consummation of such Party’s obligations under or in connection with the transactions contemplated by this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect prior to the Required Approvals having expired without any appeal having been made orClosing, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereoftaking all required actions relating to the HSR Act as set forth in Section 6.3(b) below. Notwithstanding the foregoing, except as otherwise agreed to by the parties, no party will have any obligation to pay any material fee to any third party (not including filing or other fees payable to Governmental Authorities) for all Company Reimbursable Costs. For the avoidance purpose of doubt: all obtaining any consents or approvals. (b) Each party shall cooperate with the other parties and shall use commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the FTC and the DOJ as soon as practicable following the date of this Agreement (but in no event later than ten days from and after the date hereof), shall use commercially reasonable efforts to obtain early termination of the Company’s actual costs waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information; provided, however, that nothing in this Section 6.3(b) shall require, or be construed to require, Buyer to proffer to, or agree to, sell, before or after the Closing Date, any assets, businesses or interest in any assets or businesses of Buyer or EPB or any of their Affiliates (or consent to any sale, or agreement to sell, by EPB of any of its assets or businesses) or agree to any material changes or restrictions in the operations of any such assets or businesses. (c) Each party shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any Required Approvals applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their agents or representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Each party shall also be included within bear its own costs for filing and other fees payable to Governmental Authorities; except for the meaning filing fee under the HSR Act, which the parties agree to share equally. On the filing date of the term Company Reimbursable Costs and Notification under the HSR Act by Buyer, Seller shall be paid deliver payment in immediately available funds to Buyer for by Developerone-half of the filing fee.

Required Approvals. 18.1 Subject Except as set forth in Schedule 3.2(p), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to Section 23.3 be obtained or made by the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon Arrangement or the transactions contemplated herein other than: (i) each Party receiving all licenses, permits, permissions, certificatesany approvals required by the Interim Order; (ii) any approvals required by the Final Order; (iii) any consents, approvals, orders, authorizations, declarations, filings, waivers or other actions required under the rules and policies of Nasdaq, the BCBCA or United States Securities Laws; (iv) any consents, franchises and releases from any localapprovals, stateorders, or federal regulatory agency authorizations, declarations, filings, waivers or other governmental agency actions required under the HSR Act or authority, and from any other third party that may Regulatory Law; (v) consent of the lenders in the Existing Debt Facility under the terms of the Existing Debt Facility to the consummation of the Arrangement (the “Existing Debt Consent”); and (vi) any other consents, approvals, orders, authorizations, declarations, filings, waivers or other actions the failure of which to obtain or make would not and would not reasonably be expected to prevent or materially impede or delay the consummation of the Arrangement. Consents, approvals, orders, authorizations, registrations, declarations, filings, waivers and other actions required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement relation to clauses (i) through (v) above are referred to herein as the “Required ApprovalsNecessary Consents.” No “fair price”), (ii) each Required Approval being granted without the imposition of “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover statute or regulation enacted under any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed Applicable Laws is applicable to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is deniedthe Arrangement, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as any of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developertransactions contemplated hereby.

Required Approvals. 18.1 Subject Except as provided below, during the First Year, Fifteen Percent Years, and Ten Percent Years (hereinafter collectively the "Control Period"), the Buyer shall not, directly or indirectly, voluntarily or involuntarily: (a) sell, transfer, assign or otherwise dispose of (including any disposition occurring by merger, consolidation or operation of law involving Buyer or any other person) any Name or any of the Shares; or (b) grant any security interest, lien or other encumbrance (other than the grant of any license, lease or other right to Section 23.3 use the Name that does not violate the time restriction contained in clause (c) below) upon any of Buyer's right, title and interest in, to or under any Name (hereinafter each a "Security Interest" and collectively "Security Interests") or any of the Shares unless (i) any such Security Interest is fully subordinated to the rights of the Seller under this Agreement, including the obligations of each Party to perform its respective Work Domain Revenue Share and the Domain Call Option; (ii) the Seller's rights under this Agreement are expressly contingent upon recorded and of public record through the filing of a Form UCC-1 Financing Statement or otherwise; (iiii) each Party receiving prior to the creation of any Security Interest, the prospective secured party is notified of the existence of the Domain Call Option and agrees to permit full pre-payment without premium or penalty of the Buyer's secured debt in the event the Seller exercises the Domain Call Option; (iv) the cash proceeds received by the Buyer from the Seller's exercise of the Domain Call Option are used to fully retire the Buyer's debt secured by the Security Interests; and (v) at all licensestimes prior to the expiration of the Domain Call Option, permitsthe aggregate value of all debt secured by Security Interests shall not exceed two million two hundred fifty thousand dollars ($2,250,000); or (c) grant any license, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency lease or other governmental agency or authority, and from right to use any Name (whether by re-direction of Internet traffic for the Name to any other third party that may be required for Internet site or otherwise) which allows such Party in connection with the performance license, lease or use of such Party’s Name after the Control Period; or (d) use or permit any other person to use the Names in any manner that is in violation of applicable law or the rights of any third parties (it being understood that the Buyer may comply with its obligations under or this clause (d) with respect to any other person by obtaining contractual agreements from such persons); except, in connection with this Agreement the case of clauses (the “Required Approvals”a), (iib) or (c), with the prior written approval of the Seller (hereinafter each a "Required Approval"). In the case of clauses (a), (b) and (c), the Seller shall have sole and absolute discretion in its decision whether to grant or deny a Required Approval being granted without and may deny a Required Approval for any reason or for no reason; provided, however, that, in the imposition case of clause (c), the Seller shall not unreasonably deny a Required Approval if the license, lease or other right to use any modification Name does not allow such license, lease or condition of use after one year after the terms of Control Period. Unless otherwise agreed in writing by the Seller, any such sale, transfer, assignment or other disposition, license, lease or other right to use, or security interest, lien or other encumbrance to which the Seller consents in writing shall be subject to and subordinate to the Seller's rights under this Agreement or and shall be conditioned upon the subject transactions, unless other party thereto acknowledging in writing such modification(s) or condition(s) are agreed rights and agreeing to be bound by both Parties in their respective sole discretion, and (iii) all applicable appeal periods the Buyer's obligations hereunder with respect to the Required Approvals having expired without any appeal having been made orapplicable Name or Names or Shares. Any such sale, if such an appeal has been madetransfer, a full, final and non-appealable determination having been made regarding same by a court assignment or other administrative body of competent jurisdictiondisposition, which determination disposes of license, lease or otherwise resolves such appeal (or appeals) other right to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denieduse, or is granted security interest, lien or other encumbrance to which the Seller shall not consent in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and writing shall be paid for by Developervoid ab initio.

Required Approvals. 18.1 (a) Subject to Section 23.3 the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist, to cooperate and, in the case of Parent, to cause the members of the Parent Group to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from any Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from any third parties in connection with the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated hereby, and (iv) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and the other transactions contemplated hereby; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration in connection with obtaining any consent without the prior consent of Parent. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than five (5) Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) by any applicable legal deadline, file any and all forms required by any applicable Other Antitrust Law with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods thereunder, (iii) use reasonable best efforts to cooperate with each other and, in the case of Parent, to cause each member of the Parent Group to cooperate in (x) determining promptly whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) making promptly all such filings and obtaining all such consents, permits, authorizations or approvals, in each case, as promptly as practicable, (iv) supply to any Governmental Entity as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to any Law or by such Governmental Entity, and (v) use reasonable best efforts to take promptly, or cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby, as promptly as practicable, including using reasonable best efforts to take all such further action, and, in the case of Parent, to cause each member of the Parent Group to take all such further action, as may be necessary (A) to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Law with respect to the Offer, the Merger and the other transactions contemplated hereby, and (B) to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as promptly as practicable and in any event no later than the End Date, including without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, preservation of assets or other trust, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of any member of the Parent Group, Parent or its equityholders or any of their respective Subsidiaries or Affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions, or, in the case of Parent, to cause the members of the Parent Group to take any action, that after the Closing would limit the freedom of the Parent Group, Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that, neither the Company nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries or Affiliates be obligated to, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or Affiliates, as the case may be, unless such requirement, condition, understanding, agreement or order is (I) not a condition for approval by a Governmental Entity which would have a material adverse effect on the business or operations of the combination of the Parent Group’s business with the business of the Company as operated on the date of execution of this Agreement and (II) binding on the Company or Parent, its Subsidiaries or Affiliates, respectively, only in the event that the Closing occurs. (c) Subject to applicable legal limitations, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to the Merger or such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees that, during the term of this Agreement, it will not withdraw its filing under the obligations HSR Act or any other applicable Law without the written consent of the other party, and each Party to perform its respective Work under of the Company and Parent agrees that it will not enter into any agreement with any Governmental Entity regarding the Merger or the other transactions contemplated by this Agreement are expressly contingent upon (i) without the written consent of the other party. To the extent practicable under the circumstances, each Party receiving all licensesof the Company and Parent agrees not to participate in any substantive meeting or discussion, permitseither in person or by telephone, permissions, certificates, approvals, authorizations, consents, franchises and releases from with any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party Governmental Entity in connection with the performance of such Party’s obligations under or proposed transactions unless it consults with the other party in connection with this Agreement (the “Required Approvals”)advance and, (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made orextent not prohibited by such Governmental Entity, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies gives the other Party of such denial or rejection, in which event party the obligations of the Parties under this Agreement shall cease as of such date opportunity to attend and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developerparticipate.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. : 11/24/2020 - Docket #: ER21-613-000 - Page 29 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject (a) Confio and SolarWinds shall use their reasonable efforts to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Contemplated Transactions as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, permissions, certificateswaivers, approvals, authorizationsauthorizations or orders required (A) to be obtained or made by SolarWinds, consents, franchises and releases from Confio or any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretionsubsidiaries or stockholders, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appealsB) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of avoid any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if action or proceeding by any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement Governmental Entity (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs those in connection with seeking the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, and regulations and rules issued pursuant to that act (collectively, the “HSR Act”) (and antitrust and competition laws of any Required Approvals shall also be included within other applicable jurisdiction), in connection with the meaning authorization, execution and delivery of this Agreement and the consummation of the term Company Reimbursable Costs Merger, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Contemplated Transactions required under (A) the HSR Act and antitrust and competition laws of any other applicable jurisdiction and (B) any other applicable Laws. Confio and SolarWinds shall cooperate with each other in connection with the making of all filings or submissions referenced in the preceding sentence and in connection with resolving any investigation or other inquiry of any Governmental Entity with respect to any such filing or submission. Confio and SolarWinds shall, to the extent practicable, consult the other on, all the information relating to Confio, SolarWinds and its subsidiaries, and the stockholders of each, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger. Confio and SolarWinds may, as each deems reasonably advisable and necessary, designate any competitively sensitive information requested by the other under this Section 6.8(a) as “outside counsel only,” and such information shall be given only to such requesting party’s outside legal counsel based on an undertaking from such counsel reasonably satisfactory to the other party to the effect that such information shall be kept confidential and not provided to the requesting party. In addition, Confio, SolarWinds and the stockholders of each may redact any information from such documents shared with the other party or its counsel that is not pertinent to the Merger and the subject matter of the filing or submission. Each of Confio and SolarWinds shall promptly notify and provide a copy to the other party of any written communication received from any Governmental Entity with respect to any filing or submission or with respect to the Contemplated Transactions. Each of Confio and SolarWinds shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filing or any such transaction. Neither Confio nor SolarWinds shall, nor shall they permit their respective officers, employees, consultants, attorneys, accountants or other representatives (collectively, the “Representatives”) to, independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such filing, investigation or other inquiry without giving the other prior notice of such meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. The Parties to this Agreement will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under, or related to, the HSR Act or applicable competition laws. (b) Confio and SolarWinds shall give any notices to third parties, and use, and cause their respective subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents necessary, proper or advisable to consummate the Contemplated Transactions. In the event that either party shall fail to obtain any such third party consent, such party shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Confio and SolarWinds, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be paid for by Developerexpected to result after the Effective Time, from the failure to obtain such consent; provided, however, that this Section 6.8(b) shall not constitute in any way a waiver of the closing condition in Section 3.4(c)(i) related to the delivery of third party consents.

Required Approvals. 18.1 Subject to Section 23.3 the provisions of this Agreementthat certain Second Amended and Restated Loan and Security Agreement dated as of December 31, 2004 among Fleet Capital Corporation, the obligations Company, International Wholesale Tile, Inc. (“IWT”), The Tile Club, Inc. (“Tile Club”) and Import Flooring Group, Inc. (“Import”) (as amended, modified or supplemented from time to time, the “Working Capital Lender Loan Agreement”) and all agreements, instruments, documents, mortgages, pledges, powers of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizationsattorney, consents, franchises assignments, contracts, notice, security agreements, trust agreements and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party guarantees executed in connection with the performance of such Party’s obligations under or in connection with this Working Capital Lender Loan Agreement (all such documents, as each may be amended, supplemented or modified, the “Required ApprovalsWorking Capital Lender Loan Documents”). (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to: (a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Company or any of its wholly-owned Subsidiaries, (ii) each Required Approval being granted without issue any preferred stock that is manditorily redeemable prior to the imposition of any modification or condition one year anniversary of the terms of this Agreement or Maturity Date (as defined in the subject transactions, unless such modification(sNote) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods redeem any of its preferred stock or other equity interests; (b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with respect to any other person or entity (unless, in the Required Approvals having expired without any appeal having been made case of such a merger, the Company or, if in the case of merger not involving the Company, such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatSubsidiary, as of applicable, is the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.surviving entity); 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or (c) become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company’s or any of its Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; (d) materially alter or change the scope of the business of the Company and 21.4 hereofits Subsidiaries taken as a whole; or (e) for all Company Reimbursable Costs. For (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the avoidance purchase of doubt: all equipment (not in excess of five percent (5%) of the fair market value of the Company’s actual costs and its Subsidiaries’ assets)) whether secured or unsecured other than (x) the Company’s obligations owed to the Purchaser, (y) indebtedness set forth on Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any indebtedness incurred in connection with seeking the purchase of assets (other than equipment) in the ordinary course of business, or any Required Approvals refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall also be included within only encumber the meaning fixed assets so purchased and no other assets of the term Company Reimbursable Costs or any of its Subsidiaries; (ii) cancel any indebtedness owing to it in excess of $100,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other person or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and (II) The Company, without the prior written consent of the Purchaser, shall not, and shall be paid for not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Security Agreement, the Subsidiary Security Agreement and the Continuing Guaranty (either by Developerexecuting a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.

Required Approvals. 18.1 Subject The Company shall not and, without the prior written consent of the Purchaser, shall not permit any of its Subsidiaries to: (a) directly or indirectly declare or pay any dividends, other than (i) dividends with respect to Section 23.3 its preferred stock, and (ii) as to the Subsidiaries only, dividends payable to the Company; (b) liquidate, dissolve or effect a material reorganization; provided, that as to any Subsidiary, such Subsidiary may liquidate, dissolve or effect a material reorganization without need of this obtaining the prior written consent of the Purchaser if such Subsidiary shall transfer all of its assets and liabilities either to the Company or to another Subsidiary that is a party to the Master Security Agreement, the obligations Stock Pledge Agreement and the Subsidiary Guaranty; provided further that, notwithstanding the foregoing, a Core Subsidiary (as defined in the Master Security Agreement) shall not be permitted to transfer any of each Party its assets to perform its respective Work under this Agreement are expressly contingent upon a Non-Core Subsidiary (ias defined in the Master Security Agreement) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition consent of the terms of this Agreement or the subject transactions, unless such modification(sPurchaser; (c) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereofby way of amendment to or modification of) for all Company Reimbursable Costs. For the avoidance of doubt: all of any agreement or instrument which by its terms would (under any circumstances) restrict the Company’s actual costs in connection with seeking right to perform the provisions of this Agreement or any Required Approvals shall also be included within Related Agreement to which the meaning Company is a party, or would restrict any Subsidiary from performing its obligations under the Guaranty or any other Related Agreement to which such Subsidiary is a party; (d) materially alter or change the scope of the term business of the Company Reimbursable Costs and shall be paid for its Subsidiaries taken as a whole; (e) create or acquire, or permit any of its Subsidiaries to create or acquire, any Subsidiary after the date hereof unless such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by Developerexecuting a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were designated as a Subsidiary on the Closing Date; or (f) make investments in, make any loans or advances to, or transfer assets to, DCX Systems Australia Limited, Inc. (“DCX Australia”) or Bronzetech Limited (“Bronzetech”) or (ii) permit any Subsidiary to make investments in, make any loans or advances to, or transfer assets to, DCX Australia or Bronzetech, other than, in the case of each of the foregoing clauses (i) and (ii), immaterial investments, loans, advances and/or asset transfers made in the ordinary course of business.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 30 resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatInvenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 New York Independent System Operator, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Inc. - NYISO Agreements - Service Agreements - NMPC & Invenergy Wind - Engineering & Procurement Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise Effective Date: 7/12/2023 - Docket #: ER23-2496-000 - Page 23 resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatNew York Independent System Operator, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.Inc. - NYISO Agreements - Service Agreements - Engineering and Procurement Agreement between NMPC and Sithe 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject ESE review of draft agreement/amendment ESE policy requires that any proposed RSD agreement/amendment be reviewed by program staff and the ESE legal office before such RSD agreement/amendment is submitted to Section 23.3 the members for approval. The RSD agreement/amendment, if so approved at town meeting, would then be sent to ESE along with the certified votes from each member. Only then would the RSD agreement/amendment be recommended to the Commissioner for approval. (See Approval by Commissioner on page 8). See M.G.L. c. 71, s. 14B Copies of this Agreement, such agreement shall be submitted … to the obligations several towns for their acceptance Approval of member towns must include certified town meeting votes “The selectmen or council of each Party of the several towns shall, upon receipt of the recommendation that a regional school district should be formed and of a proposed agreement therefore submitted in accordance with the provisions of sections fourteen to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licensesfourteen B, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, stateinclusive, or federal regulatory agency or other governmental agency or authorityotherwise in the form and with the approval required by said sections, cause to be presented the question of accepting the provisions of sections sixteen to sixteen I, inclusive, and from any other third party that may the proposed agreement or agreements. Said question shall be required determined, in a town having an open town meeting, by vote with printed ballots at an annual or special town meeting to be held in either case within thirty days after receipt of such recommendation by the selectmen and, in a town having a representative town meeting or council, at an annual or special town election to be held in either case not less than thirty-five nor more than fifty days after receipt of such recommendation. The article in the warrant for such Party annual or special town meeting or election and the question on the printed ballots to be used at such meeting or election shall be in connection substantially the following form: Shall the town accept the provisions of sections sixteen to sixteen I, inclusive, of chapter seventy-one of the General Laws providing for the establishment of a regional school district, together with the performance towns of, and, etc., and for construction, maintenance and operation of such Party’s obligations under or a regional school by said district in connection accordance with this Agreement the provisions of a proposed agreement filed with the selectmen.” (The warrant language above is a sample, and must be revised to reflect an amendment to an existing RSD agreement and/or to eliminate reference to the “Required Approvals”)construction of a school, (ii) each Required Approval being granted without the imposition of any modification or condition as applicable. Further, language of the terms of this Agreement RSD agreement/amendment or the subject transactionswarrant should not reflect that the substance of the RSD agreement/amendment will be presented to each member. The complete language of the RSD agreement/amendment must be provided for each member’s approval.) “If a majority of the voters present and voting on said question in each of the several towns shall vote in the affirmative, unless such modification(s) or condition(s) are agreed said sections sixteen to by both Parties in their respective sole discretionsixteen I, inclusive, shall become effective, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need proposed regional school district shall be deemed to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company established forthwith in accordance with the terms of this Agreement the agreement so adopted notwithstanding any defect or omission in the creation or organization of any regional school district planning committee or regional school district planning board.” (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For Note that the avoidance of doubt: all effective date of the CompanyRSD agreement/amendment is subject to: approval of Commissioner; adherence to required dates in the law; and adherence to any pertinent dates in the RSD agreement or any pertinent dates in the votes approved by each member at town meeting.) (For a new RSD agreement, all towns listed in the agreement must approve.) (For an amendment to an existing RSD agreement, the requisite number of towns, according to the existing RSD agreement, must approve.) See M.G.L. c. 71, s. 14B and s. 15 Copies of such agreement shall be submitted to the department of education, and subject to its approval, to the several towns for their acceptance Approval by the Commissioner ESE policy requires that any proposed RSD agreement/amendment be reviewed by program legal staff and the ESE legal office before such RSD agreement/amendment is submitted to the members for approval. The RSD agreement/amendment, if so approved at town meeting, would then be sent to ESE, along with the certified votes from each member. Only then would the RSD agreement/amendment be recommended to the Commissioner for approval. See M.G.L. c. 71, s. 14B Signatures A signature line and date line for the Commissioner, indicating the Commissioner’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning approval of the term Company Reimbursable Costs RSD agreement/ amendment, must be provided. Signature lines and shall date lines for representatives of the school committee, planning board and other local officials, may be paid for by Developerprovided. (It is recommended that a new RSD agreement bear the signatures of all members of the Regional Planning Board, the heads of the Boards of Selectmen and the Chairs of the local School Committees, and that an amended RSD agreement bear the signatures of the RSC.)

Required Approvals. 18.1 Subject The Company shall not and, without the prior written consent of the Purchaser, shall not permit any of its Subsidiaries to: (a) directly or indirectly declare or pay any dividends, other than (i) dividends with respect to Section 23.3 its preferred stock, and (ii) as to the Subsidiaries only, dividends payable to the Company; (b) liquidate, dissolve or effect a material reorganization; provided, that as to any Subsidiary, such Subsidiary may liquidate, dissolve or effect a material reorganization without need of this obtaining the prior written consent of the Purchaser if such Subsidiary shall transfer all of its assets and liabilities either to the Company or to another Subsidiary that is a party to the Master Security Agreement, the obligations Stock Pledge Agreement and the Subsidiary Guaranty; provided further that, notwithstanding the foregoing, a Core Subsidiary (as defined in the Master Security Agreement) shall not be permitted to transfer any of each Party its assets to perform its respective Work under this Agreement are expressly contingent upon a Non-Core Subsidiary (ias defined in the Master Security Agreement) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition consent of the terms of this Agreement or the subject transactions, unless such modification(sPurchaser; (c) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereofby way of amendment to or modification of) for all Company Reimbursable Costs. For the avoidance of doubt: all of any agreement or instrument which by its terms would (under any circumstances) restrict the Company’s actual costs in connection with seeking right to perform the provisions of this Agreement or any Required Approvals shall also be included within Related Agreement to which the meaning Company is a party, or would restrict any Subsidiary from performing its obligations under the Guaranty or any other Related Agreement to which such Subsidiary is a party; (d) materially alter or change the scope of the term business of the Company Reimbursable Costs and shall be paid for its Subsidiaries taken as a whole; (e) create or acquire, or permit any of its Subsidiaries to create or acquire, any Subsidiary after the date hereof unless such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by Developerexecuting a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such New Company were designated as a Subsidiary on the Closing Date; or (f) make investments in, make any loans or advances to, or transfer assets to, DCX Systems Australia Limited, Inc. (“DCX Australia”) or Bronzetech Limited (“Bronzetech”) or (ii) permit any Subsidiary to make investments in, make any loans or advances to, or transfer assets to, DCX Australia or Bronzetech, other than, in the case of each of the foregoing clauses (i) and (ii), immaterial investments, loans, advances and/or asset transfers made in the ordinary course of business.

Required Approvals. 18.1 Subject (a) Prior to Section 23.3 the Closing, and subject to the terms and conditions of this Agreement, each of the obligations of each Party Company and Seller, on the one hand, and Buyer, on the other hand, shall use its commercially reasonable efforts to perform its respective Work take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement are expressly contingent upon and the Ancillary Agreements, including using its commercially reasonable efforts to obtain all necessary waivers and/or Consents of third parties required in order to preserve material contractual relationships of the Company and its Subsidiaries (such waivers and Consents, the “Third Party Consents”), all necessary waivers or Consents to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the consummation transactions contemplated by this Agreement (and, in such case, to proceed with the consummation of the transactions contemplated by this Agreement as expeditiously as possible), including through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Buyer, the Company and Seller undertakes and agrees to (i) each Party receiving all licensesfile, permitsif necessary, permissions, certificates, approvals, authorizations, consents, franchises (and releases from Buyer agrees to cause any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party Person that may be deemed to be the ultimate buyer entity or otherwise to control Buyer to file, if such filing is required for such Party by Law) as soon as practicable, and in connection any event prior to five Business Days after the date hereof, HSR Filing with the performance of such Party’s obligations under FTC and the Antitrust Division (and shall file as soon as practicable any form or in connection with this Agreement (the “Required Approvals”report required by any other Governmental Entity relating to antitrust, competition, trade or other regulatory matters), and (ii) each Required Approval being granted without take any action, make any undertaking or receive any clearance or Consent required by any Governmental Entity or applicable Law. Each of Buyer, Seller and the imposition of Company shall (i) respond as promptly as practicable to any modification inquiries or condition requests received from any Governmental Entity for additional information or documentation, and (ii) not extend any waiting period under the HSR Act, if applicable, or enter into any Contract with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the terms other Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall take all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the Closing to occur as soon as reasonably possible and to avoid any Action which would otherwise have the effect of preventing or delaying the Closing. Each of Buyer, Seller and the Company shall, except as otherwise contemplated in this Agreement or the Ancillary Agreements: (i) promptly notify the other Parties of any written communication to that Party or its Affiliates from any Governmental Entity with respect to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby and, subject transactionsto applicable Law, permit the other Parties to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby unless such modification(s) or condition(s) are agreed to by both it consults with the other Parties in their respective sole discretionadvance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat; (iii) furnish the other Parties with copies of all applicable appeal periods correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement or the Required Approvals having expired without Ancillary Agreements and the transactions contemplated hereby or thereby (except that Seller or the Company shall be under no obligation of any appeal having been made orkind to provide any other Party documents, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court material or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) information relating to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as valuation of the Effective Date, it is not aware of any Required Approvals that will need Company or to be obtained for such Party alternatives to perform its obligations under the proposed transactions contemplated hereby and this Agreement. 18.2 Subject to Section 23.3 ); and (iv) in the case of this AgreementBuyer, if any application or request is made in connection with seeking any Required Approval promptly notify Seller and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) event that the financing for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperPurchase Price is no longer available.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.NYISO Agreements --> Service Agreements --> Engineering and Procurement Agreement between NMPC and Sithe 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject The Seller and the Buyer shall cooperate with each other and use Commercially Reasonable Efforts to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving promptly prepare and file all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”)necessary documentation, (ii) each Required Approval being granted without effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the imposition transfer, issuance or reissuance to the Buyer of any modification all necessary Transferable Permits, and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or condition of advisable to consummate the terms of transactions contemplated by this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement Ancillary Agreements (including, without limitation, Sections 21.3 the Seller's Required Regulatory Approvals and 21.4 hereofthe Buyer's Required Regulatory Approvals) for all Company Reimbursable Costsor required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which either of them is bound. For the avoidance Prior to either Party's submission of doubt: all of the Company’s actual costs any filing made in connection with seeking any Required Approvals the transactions contemplated by this Agreement or the Ancillary Agreements, the submitting Party shall also be included within give such filing to the meaning other Party and the receiving Party shall have the opportunity to review and comment on, as promptly as possible after receipt of such draft filing, all characterizations of the term Company Reimbursable Costs information relating to the transactions contemplated by this Agreement and the Ancillary Agreements which appear therein, and the receiving Party shall be paid for by Developerhave the right to attend and appear in the proceedings relating to such filings. The Parties shall consider, in good faith, such comments before making any filings.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases (including, without limitation, the New Facilities Approvals and Land Use Approvals) from any local, state, or federal regulatory agency or other governmental agency or authorityauthority (which shall include the FERC and may also include, without limitation and if applicable, the NYPSC) and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to DeveloperCustomer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by DeveloperCustomer.

Required Approvals. 18.1 Subject to Section 23.3 Buyer and Sellers shall make as promptly as practicable following the date of this Agreement, Agreement the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be notifications required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement and the Contemplated Transactions, and shall use commercially reasonable efforts to obtain the Consents of all Third Parties required in connection with the consummation of the Contemplated Transactions. Buyer and Sellers shall coordinate and cooperate in exchanging information and assistance in connection with obtaining Consents of Third Parties and making all filings or notifications necessary to transfer any Governmental Authorizations to Buyer, or in connection with any applications for new Governmental Authorizations relating to the Business. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. 5.2 NOTIFICATION Between the date of this Agreement and the Closing, Buyer shall give prompt notice to Sellers, and Sellers shall give prompt notice to Buyer (in the “Required Approvals”form of updates to the Seller Disclosure Letter), of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; or (ii) each Required Approval being granted without the imposition failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any modification or condition notice pursuant to this Section 5.2 shall not have any effect for the purpose of determining the satisfaction of the terms of conditions set forth in this Agreement or otherwise limit a party’s ability to terminate this Agreement pursuant to Section 9.1(a) or (b) below. Notwithstanding the subject transactionsforegoing, unless such modification(sthe party so notified provides the other party with a termination notice within five (5) Business Days after delivery by the notifying party of an update to the Seller Disclosure Letter pursuant to this Section 5.2, the notified party shall be deemed to have waived any and all rights, remedies or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods other recourse against the notifying party with respect to the Required Approvals having expired without any appeal having been made orinformation contained in such updated Seller Disclosure Letter, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all right to terminate the Agreement or prevent the consummation of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developertransactions contemplated hereby.

Required Approvals. 18.1 Subject to Section 23.3 It shall not, and shall not permit any of this Agreementits Subsidiaries to, without the obligations prior written consent of each Party to perform its respective Work under this Agreement are expressly contingent upon Laurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Party receiving all licensesCompany’s indebtedness to Laurus and as set forth on Schedule 13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 in the aggregate during any 12 month period; (iii) assume, permitsguarantee, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, endorse or federal regulatory agency otherwise become directly or other governmental agency or authority, and from any other third party that may be required for such Party contingently liable in connection with any obligations of any other Person, except the performance endorsement of such Party’s obligations under negotiable instruments by it or its Subsidiaries for deposit or collection or similar transactions in connection with this Agreement the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the “Required Approvals”)purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture, except (x) travel advances, (iiy) each Required Approval being granted without the imposition loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion$25,000, and (iiiz) loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all applicable appeal periods with respect of such Subsidiary’s assets to secure the Required Approvals having expired Obligations; (vi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (vii) directly or indirectly, prepay any appeal having been made orindebtedness (other than to Laurus and in the ordinary course of business), if such an appeal has been madeor repurchase, a fullredeem, final retire or otherwise acquire any indebtedness (other than to Laurus and non-appealable determination having been made regarding same by a court in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (viii) enter into any merger, consolidation or other administrative body of competent jurisdiction, which determination disposes of reorganization with or otherwise resolves such appeal (into any other Person or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as acquire all or a portion of the Effective Dateassets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company shall have provided Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (ix) materially change the nature of the business in which it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or presently engaged; (x) become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereofby way of amendment to or modification of) for all Company Reimbursable Costs. For any agreement or instrument which by its terms would (under any circumstances) restrict its or any of its Subsidiaries’ right to perform the avoidance provisions of doubt: all this Agreement or any of the Ancillary Agreements; (xi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiii) xxxx Accounts under any name except the present name of such Company’s actual costs in connection with seeking ; or (xiv) sell, lease, transfer or otherwise dispose of any Required Approvals shall also be included within the meaning of its properties or assets, or any of the term Company Reimbursable Costs properties or assets of its Subsidiaries, except for (1) the sale of Inventory in the ordinary course of business and shall (2) the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be paid held as cash collateral for by Developerthe Obligations.

Required Approvals. 18.1 Subject to Section 23.3 Buyer and Sellers shall make as promptly as practicable following the date of this Agreement, Agreement the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be notifications required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement and the Contemplated Transactions, and shall use commercially reasonable efforts to obtain the Consents of all Third Parties required in connection with the consummation of the Contemplated Transactions. Buyer and Sellers shall coordinate and cooperate in exchanging information and assistance in connection with obtaining Consents of Third Parties and making all filings or notifications necessary to transfer any Governmental Authorizations to Buyer, or in connection with any applications for new Governmental Authorizations relating to the Business. 5.2 NOTIFICATION Between the date of this Agreement and the Closing, Buyer shall give prompt notice to Sellers, and Sellers shall give prompt notice to Buyer (in the “Required Approvals”form of updates to the Seller Disclosure Letter), of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; or (ii) each Required Approval being granted without the imposition failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any modification or condition notice pursuant to this Section 5.2 shall not have any effect for the purpose of determining the satisfaction of the terms of conditions set forth in this Agreement or otherwise limit a party’s ability to terminate this Agreement pursuant to Section 9.1(a) or (b) below. Notwithstanding the subject transactionsforegoing, unless such modification(sthe party so notified provides the other party with a termination notice within five (5) Business Days after delivery by the notifying party of an update to the Seller Disclosure Letter pursuant to this Section 5.2, the notified party shall be deemed to have waived any and all rights, remedies or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods other recourse against the notifying party with respect to the Required Approvals having expired without any appeal having been made orinformation contained in such updated Seller Disclosure Letter, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all right to terminate the Agreement or prevent the consummation of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developertransactions contemplated hereby.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatEngineering & Procurement Agreement - NMPC/KCE NY 6, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement.LLC Q759 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

Required Approvals. 18.1 Subject to Section 23.3 (a) Between the date of this AgreementAgreement and the Closing Date, the obligations each party shall use commercially reasonable efforts to obtain all consents and approvals of each Party Governmental Authorities and other Persons required to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party obtained in connection with the performance consummation of such Party’s obligations under or in connection with the transactions contemplated by this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect prior to the Required Approvals having expired without any appeal having been made orClosing, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 taking all required actions and 21.4 hereofpaying all fees relating to the HSR Act as set forth in Section 7.5(b) below. Notwithstanding the foregoing, except as otherwise agreed to by the parties, no party will have any obligation to pay any material fee to any third party (not including filing or other fees payable to Governmental Authorities) for all Company Reimbursable Costs. For the avoidance purpose of doubt: all obtaining any consents or approvals. (b) Each party shall cooperate with the other parties and shall use commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”) as soon as practicable following the date of this Agreement (but in no event later than ten (10) days from and after the date hereof), shall use commercially reasonable efforts to obtain early termination of the Company’s actual waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information; provided, however, that nothing in this Section 7.5 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Closing Date, any assets, businesses or interest in any assets or businesses of Parent or the Company or any of their Affiliates (or consent to any sale, or agreement to sell, by the Company of any of their assets or businesses) or agree to any material changes or restrictions in the operations of any such assets or businesses. (c) Each party shall bear its own costs in connection with seeking any Required Approvals shall also be included within for filing and other fees payable to Governmental Authorities, except for the meaning filing fee under the HSR Act, which the parties agree to share equally. On the filing date of the term Notification under the HSR Act by Parent, the Company Reimbursable Costs and shall be paid deliver payment in immediately available funds to Parent for by Developerone half of the filing fee.

Required Approvals. 18.1 Subject to Section 23.3 (I) No Company, without the prior written consent of this AgreementAgent, the obligations shall, and no Company shall permit any of each Party to perform its respective Work under this Agreement are expressly contingent upon Subsidiaries to: (a) (i) each Party receiving all licensesdirectly or indirectly declare or pay any dividends, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from other than dividends paid to any local, state, Company or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”)Guarantor, (ii) each Required Approval being granted without issue any preferred equity that is mandatorily redeemable prior to the imposition of any modification or condition one year anniversary of the terms of this Agreement Maturity Date or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without redeem any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court of its preferred equity or other administrative body equity interests; (b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall any Company or any of competent jurisdictiontheir Subsidiaries dissolve, liquidate or merge with any other Person without the prior written consent of Agent, which determination disposes of or otherwise resolves such appeal consent shall not be unreasonably withheld); (or appealsc) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or become subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereofby way of amendment to or modification of) for all Company Reimbursable Costs. For any agreement or instrument which by its terms would (under any circumstances) restrict any Company’s or any of their Subsidiaries, right to perform the avoidance provisions of doubt: all this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; (d) materially alter or change the scope of the business of any Company and its Subsidiaries taken as a whole as of the Closing Date, conduct any business operations (directly or indirectly and/or passively or actively) other than business operations as in effect on the Closing Date conducted through the Companies and the Guarantors, or provide (directly or indirectly) consulting or operational support or services to any Person other than such support provided to the Companies and the Guarantors as of the Closing Date and to the SPE; (e) (i) create, incur, assume or suffer to exist any Indebtedness, whether secured or unsecured, other than (u) any Company’s actual costs obligations owed to each Purchaser, (v) Indebtedness outstanding as of the date of this Agreement, and not required to be repaid on the Closing Date, as set forth on Schedule 8.24 attached hereto and made a part hereof, and any refinancings or replacements thereof that do not (1) increase the principal amount of such Indebtedness, (2) require additional collateral securing any such Indebtedness or (3) increase the aggregate interest rate on such Indebtedness by more than 200 bps and so long as such refinancing or replacement is otherwise on terms no less favorable to Purchasers than the Indebtedness refinanced or replaced, but without any other amendment or modification of any such Indebtedness, (w) purchase money Indebtedness and Capital Lease Obligations incurred after the date of this Agreement in an aggregate amount outstanding at any time not to exceed the lesser of (I) $250,000 or (B) three percent (3.00%) of the outstanding principal balance of the Notes, so long as (A) any lien relating thereto shall only encumber the assets purchased with the purchase money Indebtedness or subject to the capital leases and no other assets of any Company or any Guarantor, and (B) the principal amount of any such Indebtedness, when incurred, was not less than 75% nor more than 100% of the then current value of the assets purchased with the purchase money Indebtedness or subject to the capital leases, (x) insurance premium financing incurred in the ordinary course of business consistent with past practices, provided such financing is not secured by any assets other than the insurance so financed and deposits of prepayment of premiums for such insurance and such financing does not exceed $100,000 in the aggregate at any time, and (y) unsecured accrued expenses and account trade payables that are (1) entered into or incurred in the ordinary course of any Company’s and any Guarantor’s business, (2) on terms that require full payment within ninety (90) days from the date entered into or incurred and (3) are not unpaid longer than ninety (90) days from the date entered into or incurred; (ii) create, incur, assume or suffer to exist any Liens of every kind and nature except (x) Liens securing the Liabilities and (y) Permitted Encumbrances; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with seeking any Required Approvals shall also obligations of any other Person (other than any Company or any Guarantor), except the endorsement of negotiable instruments by any Company or any Guarantor for deposit or collection or similar transactions in the ordinary course of business or guarantees of Indebtedness otherwise permitted to be included within outstanding pursuant to this clause (e); (iv) make any payment or distribution in respect of any subordinated Indebtedness of any Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; (v) make any optional payment or prepayment on or redemption (including by making payments to a sinking fund or analogous fund) or repurchase of any Indebtedness for borrowed money other than Indebtedness pursuant to this Agreement and other Indebtedness refinanced or replaced as and to the meaning extent permitted by this clause (e); (vi) sell, exchange, lease or otherwise dispose of any of its assets (including the sale or discount of accounts), whether by sale, lease or other except (x) for the sale of inventory in the ordinary course of business, (y) for the disposition or transfer in the ordinary course of business of obsolete and worn-out equipment no longer necessary to the operation of the term business of any Company Reimbursable Costs and shall the sale of personal property that is replaced by equivalent property; (vii) purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time); (viii) suffer or enter into, or permit any Guarantor to suffer or enter into, any transaction with any affiliate of any Company or of any Guarantor, except in the ordinary course of business and pursuant to the reasonable requirements of the business of such Company or such Guarantor upon fair and reasonable terms no less favorable to any Company or any Guarantor than would be paid obtained in a comparable arm’s length transaction with a Person not an affiliate of such Company or such Guarantor; or (ix) directly or indirectly make, or permit any Guarantor to make, any investment in, or any loan, dividend, capital contribution, distribution or advance to, or any acquisition of any equity or debt securities of, or to otherwise finance, any Person that is not a Guarantor (other than, with respect to this clause (ix), loans and advances to employees, directors and officers of any Company or any Guarantor for by Developer.travel, entertainment, other ordinary business expenses or relocation, in an aggregate amount not to exceed at any time $100,000); or (f) enter into any profit sharing or similar arrangement with any Person; or (g) reconstitute Money4Gold Precious Metals, Inc. as an active entity; and

Required Approvals. 18.1 Subject FSCI shall have used its best effort to Section 23.3 secure all necessary consents, approvals, permits, or licenses necessary to allow the Surviving Corporation and the Partnerships, as appropriate, to continue, both on and after the Closing Date, the sale of all merchandise sold by the Walk-In Convenience Stores and the Drive-Thrus on the date of this Agreement, including, without limitation, gasoline and petroleum products (both as branded and unbranded products), any products offered for sale under or pursuant to any franchise agreement or license, tobacco products, alcoholic beverages, money orders, and state lottery tickets; provided, however, that FSCI shall on or before the obligations Effective Date, secure all landlord consents necessary with respect to that certain Convenience Store number 2651 located in Osceola County, Florida (the "Required Consent Store") or deliver to the Company $450,000. In the event of each Party a failure to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licensessecure, on or before the Effective Time, any necessary consents, approvals, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods licenses with respect to the transfer of any Convenience Store other than the Required Approvals having expired without any appeal having been made orConsent Store (each a "Non-Compliant Store"), if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents thatthen, as of the Effective Time, the Surviving Corporation shall assume all beneficial interests in and to such Non-Compliant Store, including all benefits and burdens related to ownership of such Non-Compliant Store, but legal title to such Non-Compliant Store shall be retained by the Drive-Thru Partnership and not be conveyed to the Surviving Corporation until such time, not to exceed sixty (60) days from and after the Effective Date, it is not aware of any Required Approvals that will need to be as the Drive-Thru Partnership, at the Drive-Thru Partnership's expense, shall have obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreementnecessary consents, if any application or request is made in connection with seeking any Required Approval and is deniedapprovals, permits, or is granted in a formlicenses with respect to such Non-Compliant Store. During such time, or subject the Drive-Thru Partnership shall operate any Non-Compliant Store solely for the benefit of and without any management fee to conditionsthe Surviving Corporation. If, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as upon the expiration of the date that sixty-day period after the Effective Date, the Drive-Thru Partnership has not obtained the required consents with respect to a Party notifies the other Party of Non-Compliant Store, then FSE shall initiate litigation and bear all costs related to obtaining such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developerconsents.

Required Approvals. 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.. Effective Date: 9/17/2020 - Docket #: ER21-120-000 - Page 26 19.0 [Reserved]