Common use of Consents Clause in Contracts

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation No Governmental Consent is required to be obtained by Litronic or any of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Litronic Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the SEC of the Proxy Statement relating to the meeting of the stockholders of Litronic ("Litronic Stockholders Meeting") to be held with respect to compliance the approval by Litronic's stockholders of this Agreement, the Merger and the issuance of shares of Litronic Common Stock pursuant to the Merger, and such reports and information under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with Telecommunication Rules, including this Agreement and the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); transactions contemplated hereby; (ii) take all the filing of the Merger Agreement with the Secretary of State of Delaware and appropriate actions documents with the relevant authorities of other states in which Litronic is qualified to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; do business; (iii) keep the Seller reasonably informedsuch filings, including by providing the Seller with a copyauthorizations, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction orders and the Transactions (to the extent permitted by Telpart)approvals as may be required under State Takeover Laws; and (iv) to such filings, authorizations, orders and approvals as may be required under foreign laws, state securities laws and the extent reasonably practicableBylaws of the National Association of Securities Dealers, permit the Seller to review in advance any communication to be given by it to, Inc. ("NASD"); and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return where the failure to ANATEL any and all grants obtain or permits for make such Governmental Consents would not prevent or materially delay the rendering of services and/or radio frequencies that may be necessary for the approval consummation of the Amazônia Transaction, Merger or otherwise prevent Litronic from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect on Litronic and the Litronic Subsidiaries taken as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELwhole. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue No other consent is required to be obliged to consummate obtained by Litronic or any of the Amazônia Closing Litronic Subsidiaries in connection with the execution and delivery of this Agreement or the Alternative Amazônia Closing, as Merger Agreement or the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionthereby.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing of a premerger notification report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), or any other applicable Antitrust Laws, and the expiration or termination of the applicable waiting period with respect thereto or any Consent required pursuant to compliance any other applicable Antitrust Laws; (b) the filing with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) SEC of (i); ) a joint proxy statement in preliminary and definitive form (the “Joint Proxy Statement”) relating to (x) the meeting of the stockholders of the Company to be held for the purposes of obtaining the Company Stockholder Approval (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and (y) the meeting of the stockholders of Parent to be held for the purposes of obtaining the Parent Stockholder Approval (including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) and (ii) take all appropriate actions to obtain such reports under Section 13(a) of the ANATEL Consent Exchange Act, and such other compliance with the Exchange Act and the ANATEL Consent for the Amazônia Transaction rules and regulations thereunder, as may be required in such a manner to assure that the SPA Closing connection with this Agreement and the Amazônia Closing take place on an expedite manner and within Transactions; (c) the shortest period filing of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, Certificate of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult Merger with the Seller in advance Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any meeting applicable state securities or conference with, any Governmental Authority “blue sky” Laws or Takeover Laws; (f) in connection with the Amazônia TransactionCompany Chapter 11 Cases and the Prepackaged Plan, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) Confirmation Order; and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (ig) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections Consent that the failure to obtain or Legal Proceedings so as make would not reasonably be expected to permit consummation of the Amazônia Transaction by the Amazônia Closing Datehave, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary individually or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No Consent from, the Purchaser shall: (i) furnishor filing with or notification to, and cause its Affiliates to furnishany Governmental Entity, to the Seller all information concerning the Purchaser and its Affiliates reasonably is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement by the Company, the performance by the Company of its covenants hereunder or the consummation by the Company of the Transactions, except for: (a) the filing with respect to compliance with Telecommunication Rulesthe SEC and, including if applicable, the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) furnishing of (i); ) a proxy statement in preliminary and definitive form (iithe “Proxy Statement”) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (relating to the extent permitted by Telpart); and (iv) meeting of the Company Stockholders to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for consider the approval of the Amazônia TransactionMerger and the other Transactions contemplated by this Agreement (including any postponement, as per adjournment or recess thereof, the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a“Company Stockholders Meeting”) and (b)ii) such reports under the Exchange Act and the Securities Act, if and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b)(i) the filing of the Articles of Merger and any objections are asserted with respect other required filings with, and the acceptance for record by, the Maryland Department pursuant to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, MGCL and (ii) the Purchaser filing and its Affiliates shall take recordation of the Certificate of Merger with the Delaware Secretary; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as may be required by any action which it is capable applicable state securities or “blue sky” Laws or Takeover Laws; (e) any such Consent or filing the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of taking the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the extent End Date; (af) necessary filings or required to consummate notifications under any applicable requirements of the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied HSR Act and any other applicable Competition/Foreign Investment Laws; and (bg) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside Consents with respect to the Amazônia regionBusiness Permits.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from or filings with any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by the Company or with respect to compliance with Telecommunication Rulesthe consummation by the Company of the Transactions, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(aexcept for: (a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent filing of a premerger notification report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the ANATEL Consent for rules and regulations promulgated thereunder (the Amazônia Transaction in such a manner to assure that the SPA Closing “HSR Act”), and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, expiration or termination of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other waiting period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Datethereto, and (ii) filings in connection with the Purchaser Specified Regulatory Approvals and its Affiliates shall take any action which it is capable the receipt of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and Specified Regulatory Approvals; (b) does the filing with the SEC of (i) a proxy statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company to consider the approval and adoption of this Agreement (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and (ii) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any applicable state securities or “blue sky” laws or Takeover Laws; and (f) any such Consent that the failure to obtain or make would not affect materially reasonably be expected to have, individually or negatively in the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulesexecution, including the Consent by ANATEL, which shall be prepared delivery and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period performance of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received this Agreement by the Purchaser from, Company or given the consummation by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval Company of the Amazônia TransactionTransactions, as per except for: (a) the applicable regulation, within filing of a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six premerger notification report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (6the “HSR Act”) months or any other applicable Antitrust Laws, and the expiration or termination of the applicable waiting period imposed by ANATEL. with respect thereto or any consent or approval required pursuant to any other applicable Antitrust Laws; (b) The Purchaser shall bear the risk filing with the SEC of (i) a joint proxy statement in preliminary and any and all consequences definitive form (the “Joint Proxy Statement”) relating to (x) the meeting of any nature whatsoever in case the Consent stockholders of ANATEL the Company to be held for the Amazônia Transaction and/or purposes of obtaining the Brazilian Antitrust Authorities are(is) granted with Company Stockholder Approval (including any condition and/or imposes any obligation on postponement, adjournment or recess thereof, the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a“Company Stockholders Meeting”) and (b), if any objections are asserted with respect to y) the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each meeting of the Purchaser and stockholders of Parent to be held for the Seller shall use its reasonable best efforts to resolve purposes of obtaining the Parent Stockholder Approval (including any such objections postponement, adjournment or Legal Proceedings so as to permit consummation of recess thereof, the Amazônia Transaction by the Amazônia Closing Date, “Parent Stockholders Meeting”) and (ii) such reports under Section 13(a) of the Purchaser Exchange Act, and its Affiliates shall take such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any action which it is capable of taking applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to the extent (a) necessary obtain or required make would not reasonably be expected to consummate the Amazônia Closing have, individually or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.Except as listed on FENB Disclosure Schedule 4.5 which sets forth, among other things, the Purchaser shall: consents, waivers and/or approvals of all third parties required to consummate the Merger and the other transactions contemplated herein, including the consents of landlords to the assignment and transfer of any leases to which FENB is subject, and except for (i) furnishfilings with Bank Regulators, the receipt of the Regulatory Approvals, and cause its Affiliates to furnishcompliance with any conditions contained therein; (ii) the filing of the Merger Agreement with the DBO, to after certification by the Seller all information concerning California Secretary of State; (iii) the Purchaser filing with the SEC of: (A) the Merger Registration Statement in compliance with the Securities Act and its Affiliates reasonably the declaration by the SEC of the effectiveness thereof; and (B) such reports under Sections 13(a), 13(d), 13(g), 14(f) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith; (iv) such filings and approvals as are required to prepare be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of CUNB Common Stock pursuant to this Agreement; (v) such filings and file approvals as are required to be made or obtained in connection with Governmental Authorities the listing of CUNB Common Stock to be exchanged for FENB Common Stock or to be issued upon the exercise of Replacement Options issued in accordance herewith; and other Persons(vi) Shareholder Approvals, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions any Governmental Entity are necessary and no consents, waivers or approvals of, or filings or registrations with, any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by FENB, and (y) the completion of the Merger and the transactions contemplated thereby. FENB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person in limitation order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the covenants contained other Transaction Documents, in Section 5.1.each case in accordance with the terms hereof or thereof, the Purchaser shall: other than (i) furnishfilings required by applicable state securities laws, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent filing with the SEC of one or more Registration Statements and the ANATEL Consent for issuance of effectiveness orders with respect thereto in accordance with the Amazônia Transaction in such a manner to assure that requirements of the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; Registration Rights Agreement, (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, filing of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (ivrequisite notices and/or application(s) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits Principal Market for the rendering of services and/or radio frequencies that may be necessary for the approval issuance and sale of the Amazônia Transaction, as per Common Stock and the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months listing of the Common Stock for trading or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closingquotation, as the case may be, notwithstanding thereon in the conditions and/or obligations imposed thereto by ANATEL and/or time and manner required thereby, (iv) those that have been made or obtained prior to the Brazilian Antitrust Authorities. date of this Agreement, (cvi) In furtherance and not in limitation filings required under the Securities Act or the Securities Exchange Act of 1934, as amended (the covenants contained in Sections 5.1, 5.3(a“Exchange Act”) and (bvii) those Financing Facilities Consents that are required solely for the consummation or performance of the transactions contemplated by this Agreement (and not, for the avoidance of doubt, required for the execution and delivery of this Agreement). All consents, if any objections are asserted with respect authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the Amazônia Transaction under any Laws preceding sentence have been obtained or by any Governmental Authorities effected or if any Legal Proceeding is instituted will be obtained or threatenedeffected on or prior to, challenging and will be in full force and effect on, the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Mandatory Closing Date, and (ii) the Purchaser Company and its Affiliates shall take Subsidiaries are unaware of any action which it is capable facts or circumstances that might prevent the Company or any of taking its Subsidiaries from obtaining or effecting any of the consent, registration, application or filings pursuant to the extent (a) preceding sentence. The issuance by the Company of the Shares shall not have the effect of delisting or suspending the Common Stock from the Principal Market. As of the Closing Date, the Companies shall have obtained all Financing Facilities Consents necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia performance of this Agreement and the other Transaction and/or Documents by the Brazilian Antitrust Authorities is denied Company and the consummation by the Company of the transactions contemplated hereby and thereby (b) does not affect materially or negatively including, without limitation, the businesses or activities issuance of Purchaser and/or its Affiliates carried on outside the Amazônia regionShares).

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishthe Regulatory Approvals and compliance with any conditions contained therein, (ii) the filing with the SEC of (x) the Merger Registration Statement and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably (y) such reports under Securities Laws as may be required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared execution and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent delivery of this Agreement and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing transactions contemplated hereby and the Amazônia Closing take place on an expedite manner and within obtaining from the shortest period SEC of time; such orders as may be required in connection therewith, (iii) keep approval of the Seller reasonably informedlisting of Northwest Bancshares Common Stock to be issued in the Merger on the Nasdaq, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication such filings and approvals as are required to be given by it tomade or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Northwest Bancshares Common Stock pursuant to this Agreement, and consult with (v) the Seller in advance of any meeting LNB Bancorp Stockholder Approval, no consents, waivers or conference approvals of, or filings or registrations with, any Governmental Authority Entity or Bank Regulator are necessary, and, to the Knowledge of LNB Bancorp, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary in connection with the Amazônia Transactionexecution and delivery of this Agreement by LNB Bancorp, and to the extent permitted completion by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval LNB Bancorp of the Amazônia TransactionMerger. To the Knowledge of LNB Bancorp, as per the applicable regulationno fact or circumstance exists, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months including any possible other transaction pending or under consideration by LNB Bancorp or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. ThereforeAffiliates, Purchaser shall continue that (a) would reasonably be expected to be obliged to consummate the Amazônia Closing prevent or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not delay in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Lawsmaterial respect, (i) each of any filings with or approvals or waivers required from the Purchaser and FRB, the Seller shall use its reasonable best efforts FDIC, the OCC or the PA Department, or (ii) any required Regulatory Approvals, or (b) would cause a Bank Regulator or Governmental Entity acting pursuant to resolve the Bank Merger Act, the BHCA, the PA Code or any such objections other applicable law or Legal Proceedings so as regulation to permit seek to prohibit or materially delay consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionimpose a Burdensome Condition.

Consents. Each Grantor shall use, subject to the provisions contained in this Section 4.19, commercially reasonable efforts to obtain the consent or approval of, or other action by, all third parties required to permit Grantors to subject all of their respective assets (including the Excluded Assets) to the Lien and Security Interest of this Security Agreement and the other Collateral Documents; provided, however, that Grantor shall not be obligated to obtain consents or approvals in respect of assets (a) In furtherance where the value of such assets would not reasonably justify the burden, costs and expenses necessary to obtain such consent or approval; in making such determination, Grantor may take into account the cost or charges imposed by such third parties (on any Grantor or any entity in which any Grantor has an Investment) to grant any such consent or approval or take such other action and/or any undue burden, or (b) which in the reasonable judgment of Grantor cannot in limitation be pledged, or as to which the consent to pledge cannot be sought, without substantially impairing the value of the covenants contained asset or the ability of Grantor to manage the asset in Section 5.1.the ordinary course of its business; provided further that, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which nothing shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such deemed a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, waiver of any communication received by the Purchaser from, rights Secured Parties may have to assert Liens or given by it to, security interests in any Governmental Authority regarding the Amazônia Transaction and the Transactions (such assets or proceeds thereof to the extent permitted by Telpart); and pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (ivor any successor provision or provisions) to of the extent reasonably practicablejurisdiction the UCC of which would govern such determination (unless the application of Sections 9-406, permit 9-407, 9-408, or 9-409 of the Seller to review UCC would automatically result in advance (x) additional affirmative obligations on the part of any communication Grantor or (y) the granting of rights and remedies not previously held to, or exercise of rights or remedies not previously entitled to be given by it toexercised by, and consult with the Seller third parties, in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by which event such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (vassets shall remain “Excluded Assets”) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELApplicable Law (including the Bankruptcy Code) or principles of equity. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Department of State of the Commonwealth of Pennsylvania, (c) the filing of the Certificate of Merger with the State Treasurer of the State of New Jersey, (d) the filing with and/or acceptance by the appropriate Bank Regulator of articles of merger or similar documentation with respect to the Bank Merger, (e) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (f) approval of the listing of Acquirer Common Stock to furnishbe issued in the Merger on the Stock Exchange, (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Acquirer Common Stock pursuant to this Agreement, (h) the approval of this Agreement by the requisite vote of the stockholders of Yardville and (i) supplemental indentures with trustees of certain of the Yardville Trusts, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsYardville’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulescompletion of the Merger, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent Bank Merger and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period other transactions contemplated by this Agreement. No consents or approvals of time; (iii) keep the Seller reasonably informed, including by providing the Seller or filings or registrations with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting Entity or conference with, any Governmental Authority third party are necessary in connection with the Amazônia Transaction, execution and to the extent permitted delivery of this Agreement by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferencesYardville. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of Brookline Bancorp Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Brookline Bancorp Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the stockholders of MFI, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of Brookline Bancorp, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by Brookline Bancorp and the completion by Brookline Bancorp of the Merger or with respect (y) the execution and delivery of the Plan of Bank Merger and the completion of the Bank Merger. Brookline Bancorp has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition or requirement that could reasonably be expected by Brookline Bancorp to result in a Material Adverse Effect on Brookline Bancorp and its Subsidiaries, taken as a whole, or that (ii) take all appropriate actions any public body or authority having jurisdiction over affairs of Brookline Bancorp, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for the consents, approvals, filings and registrations with the FRB, the FDIC, the OCC, the PDB, the DOJ, the SEC, the PDS, FINRA, and state “blue sky” authorities, and compliance with any conditions contained therein, the approval and adoption of this Agreement by the shareholders of Tower under the BCL, Tower’s articles of incorporation and bylaws, and the approval and adoption of the Bank Plan of Merger by Tower as sole shareholder of Greencastle under applicable law, and by the Tower board of directors, and the approval, adoption, and amendment of the articles of incorporation of Tower in connection with the increase in the number of authorized shares of Tower Common Stock and Sections 1.02(c) and (d) hereof, and except as disclosed in the Tower Disclosure Schedule, no consents or approvals of, or filings or registrations with, any public body or authority are necessary, and no consents or approvals of any third parties are necessary, or will be, in connection with (a) In furtherance the execution and not in limitation delivery of this Agreement by Tower or the Bank Plan of Merger by Greencastle, and (b) the completion by Tower of the covenants contained in Section 5.1., transactions contemplated hereby or by Greencastle of the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following Bank Merger. As of the date hereof, all applicationsexcept for matters relating to the MOU, notices, petitions and other documentation necessary or advisable Tower has no reason to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any required consents or approvals will not be received or will be received with conditions, limitations or restrictions unacceptable to it or which would adversely impact Tower’s or Greencastle’s ability to complete the transactions contemplated by this Agreement or that (ii) take all appropriate actions to obtain any public body or authority, the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informedwhich is not required or any filing with which is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishthe Regulatory Approvals and compliance with any conditions contained therein, the filing with the SEC of (x) the Merger Registration Statement and cause its Affiliates (y) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (ii) approval of the listing of Cape Bancorp Common Stock to furnishbe issued in the Merger on the Nasdaq, to the Seller all information concerning the Purchaser (iv) such filings and its Affiliates reasonably approvals as are required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be made or obtained under the date hereof, all applications, notices, petitions and other documentation necessary securities or advisable to obtain the Consents as soon as reasonably practicable, “Blue Sky” laws of various states in connection with the Amazônia Transaction issuance of the shares of Cape Bancorp Common Stock pursuant to this Agreement, (v) the Colonial Financial Stockholder Approval and (vi) the Cape Bancorp Stockholder Approval, no consents, waivers or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromapprovals of, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting filings or conference registrations with, any Governmental Authority Entity or Bank Regulator are necessary, and, to the Knowledge of Cape Bancorp, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary in connection with the Amazônia Transaction, execution and to delivery of this Agreement by Cape Bancorp and the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia TransactionMerger. To the Knowledge of Cape Bancorp, as per the applicable regulationno fact or circumstance exists, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months including any possible other transaction pending or under consideration by Cape Bancorp or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. ThereforeAffiliates, Purchaser shall continue that (a) would reasonably be expected to be obliged to consummate the Amazônia Closing prevent or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not delay in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Lawsmaterial respect, (i) each of any filings with or approvals or waivers required from the Purchaser and FRB, the Seller shall use its reasonable best efforts FDIC, the OCC or the NJ Department, or (ii) any required Regulatory Approvals, or (b) would cause a Bank Regulator or Governmental Entity acting pursuant to resolve the Bank Merger Act, the BHCA, the New Jersey Banking Law or any such objections other applicable law or Legal Proceedings so as regulation to permit seek to prohibit or materially delay consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionimpose a Burdensome Condition.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (ic) furnishthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and cause its Affiliates to furnish(d) the Legacy Shareholder Approval and approval of the shareholders of BHLB , no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of Legacy, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by Legacy, the completion by Legacy of the Merger and the performance by Legacy of its obligations hereunder or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. Legacy has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition (financial or otherwise) or requirement that could reasonably be expected by Legacy to result in a Material Adverse Effect on Legacy and Legacy Banks, taken as a whole, or BHLB and Berkshire Bank, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over the ANATEL Consent and affairs of Legacy or Legacy Banks, the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) SEC of (i); ) a joint proxy statement in preliminary and definitive form (iiincluding any amendments or supplements, the “Joint Proxy Statement”) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (relating to the extent permitted by Telpart); and meeting of the stockholders of the Company (ivthe “Company Stockholders”) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for consider the approval of the Amazônia TransactionMerger (including any postponement, as per adjournment or recess thereof, the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a“Company Stockholders Meeting”) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateParent Stockholders Meeting, and (ii) such reports under the Purchaser Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the filing of the Articles of Merger and any other required filings with, and the acceptance for record by, the Maryland Department pursuant to the MGCL; (c) the filing of Certificate of Merger and any other required filings with, and the acceptance for record by, the Delaware Secretary of State pursuant to the DLLCA; (d) such filings as may be required under the rules and regulations of the NYSE; (e) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a material adverse effect on the ability of the Company and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required Subsidiaries to consummate the Amazônia Closing or Transactions before the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionEnd Date.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishthe Regulatory Approvals and compliance with any conditions contained therein, the filing with the SEC of (x) the Merger Registration Statement and cause its Affiliates (y) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (ii) approval of the listing of Northwest Bancshares Common Stock to furnishbe issued in the Merger on the Nasdaq, to the Seller all information concerning the Purchaser (iv) such filings and its Affiliates reasonably approvals as are required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be made or obtained under the date hereof, all applications, notices, petitions and other documentation necessary securities or advisable to obtain the Consents as soon as reasonably practicable, “Blue Sky” laws of various states in connection with the Amazônia Transaction issuance of the shares of Northwest Bancshares Common Stock pursuant to this Agreement, and (v) the LNB Bancorp Stockholder Approval, no consents, waivers or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromapprovals of, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting filings or conference registrations with, any Governmental Authority Entity or Bank Regulator are necessary, and, to the Knowledge of Northwest Bancshares, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary in connection with the Amazônia Transaction, execution and to delivery of this Agreement by Northwest Bancshares and the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia TransactionMerger. To the Knowledge of Northwest Bancshares, as per the applicable regulationno fact or circumstance exists, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months including any possible other transaction pending or under consideration by Northwest Bancshares or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. ThereforeAffiliates, Purchaser shall continue that (a) would reasonably be expected to be obliged to consummate the Amazônia Closing prevent or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not delay in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Lawsmaterial respect, (i) each of any filings with or approvals or waivers required from the Purchaser and FRB, the Seller shall use its reasonable best efforts FDIC, the OCC or the PA Department, or (ii) any required Regulatory Approvals, or (b) would cause a Bank Regulator or Governmental Entity acting pursuant to resolve the Bank Merger Act, the BHCA, the PA Code or any such objections other applicable law or Legal Proceedings so as regulation to permit seek to prohibit or materially delay consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionimpose a Burdensome Condition.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (d) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) notification of the listing of BHLB Common Stock to furnishbe issued in the Merger on the NASDAQ Global Select Market and (f) the approval of this Agreement by the Legacy Shareholder Approval and the approval of the shareholders of BHLB, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of BHLB, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by BHLB, the completion by BHLB of the Merger and the performance by BHLB of its obligations hereunder or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. BHLB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition (financial or otherwise) or requirement that could reasonably be expected by BHLB to result in a Material Adverse Effect on BHLB and Berkshire Bank, taken as a whole, or Legacy and Legacy Banks, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over the ANATEL Consent affairs of BHLB and Berkshire Bank, the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishthe Regulatory Approvals referred to in Section 8.2 hereof and compliance with any conditions contained therein, (ii) the filing with the SEC of the Merger Registration Statement and the obtaining from the SEC of such orders as may be required in connection therewith, (iii) approval of the listing on the Nasdaq of Northfield Bancorp Common Stock to be issued in the Merger, (iv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Northfield Bancorp Common Stock pursuant to this Agreement, (v) the VSB Bancorp Stockholder Approval, and cause its Affiliates to furnish(vi) the filing of certificates of merger with the Delaware Secretary and the New York State Department of State, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of VSB Bancorp, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with the Amazônia Transaction execution and delivery of this Agreement by VSB Bancorp, and the completion of the Merger by VSB Bancorp. To the Knowledge of VSB Bancorp, no fact or with respect to compliance with Telecommunication Rulescircumstance exists, including the Consent any possible other transaction pending or under consideration by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months VSB Bancorp or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. ThereforeAffiliates, Purchaser shall continue that (a) would reasonably be expected to be obliged to consummate the Amazônia Closing prevent or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not delay in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Lawsmaterial respect, (i) each of any filings with or approvals or waivers required from the Purchaser and FRB, the Seller shall use its reasonable best efforts OCC, the FDIC or the New York State Banking Department, or (ii) any required Regulatory Approvals, or (b) would cause a Bank Regulator or Governmental Entity acting pursuant to resolve the Bank Merger Act, the BHCA, the HOLA, New York Banking Law or any such objections other applicable law or Legal Proceedings so as regulation to permit seek to prohibit or materially delay consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionimpose a Burdensome Condition.

Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (aa "Governmental Entity") In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably or any other Person is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary be obtained or advisable to obtain the Consents as soon as reasonably practicable, made by Occam in connection with the Amazônia Transaction execution and delivery of this Agreement or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval consummation of the Amazônia TransactionMerger and other transactions contemplated hereby, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL except for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each the filing of the Purchaser and Agreement of Merger with the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation Secretary of State of the Amazônia Transaction by State of California and appropriate documents with the Amazônia Closing Daterelevant authorities of other states in which Occam and/or ANI are qualified to do business, and (ii) the Purchaser filing of the Prospectus/Proxy Statement (as defined in Section 2.14) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and its Affiliates shall take any action the effectiveness of the Registration Statement (as defined in Section 2.14), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or "blue sky") laws, (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings which it is capable if not obtained or made would not be material to Occam or ANI or materially adversely affect the ability of taking to the extent (a) necessary or required parties hereto to consummate the Amazônia Closing or Merger within the Alternative Amazônia Closing time frame in which the Merger would otherwise be consummated in the event that absence of the Consent of ANATEL need for such consents, approvals, orders, authorizations, registrations, declarations or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iv) are referred to herein as the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region"Regulatory Consents."

Consents. (a) In furtherance No notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority or other Person is necessary for the execution, delivery or performance of this Agreement, the other Transaction Agreements and not in limitation the Merger Agreement or the consummation of the covenants contained in Section 5.1.transactions contemplated hereby and thereby by Parent or consummation of the Collective Transactions, the Purchaser shall: except for (i) furnishcompliance with and filings under the HSR Act with respect to consummation of the transactions contemplated by the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Merger Agreement, (ii) compliance with the notice and approval requirements of CMS applicable to the Transactions, (iii) with respect to consummation of the transactions contemplated by the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Section 5.5(f), the filing of the Charter Amendment with the Secretary of State of the State of New York, and cause its Affiliates with respect to furnishconsummation of the transactions contemplated by the Merger Agreement, the filing of appropriate Certificates of Merger and any related documents with the Secretaries of State of the States of Ohio and Delaware pursuant to the Seller all information concerning Merger Agreement, (iv) filings and approvals required by state insurance departments and/or departments of health, each as set forth on Schedule 4.4, (v) with respect to consummation of the Purchaser transactions contemplated by the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and its Affiliates reasonably required the Merger Agreement, the filing with the SEC of (A) a joint proxy statement/prospectus for distribution to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, shareholders of MemberHealth in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent Merger and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period shareholders of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority Parent in connection with the Amazônia TransactionParent Shareholder Meeting in accordance with Regulation 14A promulgated under the Exchange Act (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the “Proxy Statement”), and (B) a registration statement on Form S-4 relating to the extent permitted by offer and sale of shares of Parent Common Stock in connection with the Merger pursuant to the Merger Agreement (such Governmental Authority, give the Seller the opportunity registration statement as amended or supplemented from time to attend and participate in such meetings and conferences. (v) return time being hereinafter referred to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b“Registration Statement”), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (iiC) such reports under and such other compliance with the Purchaser Exchange Act and its Affiliates shall take the Securities Act as may be required in connection with this Agreement and the Merger, (vi) compliance with any action which it is capable applicable Legal Requirements relating to state blue sky laws, securities laws or Nasdaq filing requirements in connection with the issuance of taking to the extent (a) necessary or required to consummate the Amazônia Closing Convertible Shares or the Alternative Amazônia Closing shares of Parent Common Stock issuable in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied Merger, and (bvii) does not affect materially other notices, filings, authorizations, registrations, consents or negatively the businesses or activities of Purchaser and/or its Affiliates carried approvals set forth on outside the Amazônia regionSchedule 4.4.

Consents. Except for (a) In furtherance and not in limitation filings with Bank Regulators, the receipt of the covenants Regulatory Approvals, compliance with any conditions contained in Section 5.1.therein and the filing of Articles of Combination with Bank Regulators, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of States of the States of Delaware and New Jersey, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of Investors Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Investors Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the shareholders of ABNJ, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsInvestors’ Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by Investors, and (y) the completion of the Merger and the Bank Merger. Investors has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Department of State of the Commonwealth of Pennsylvania, (c) the filing of the Certificate of Merger with the State Treasurer of the State of New Jersey, (d) the filing with and/or acceptance by the appropriate Bank Regulator of articles of merger or similar documentation with respect to the Bank Merger, (e) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (f) approval of the listing of Acquirer Common Stock to be issued in the Merger on the Stock Exchange, (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Acquirer Common Stock pursuant to this Agreement, (h) the approval of this Agreement by the requisite vote of the stockholders of Yardville, and cause its Affiliates to furnish(i) supplemental indentures with trustees of certain of the Yardville Trusts, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsAcquirer’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulescompletion of the Merger, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent Bank Merger and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period other transactions contemplated by this Agreement. No consents or approvals of time; (iii) keep the Seller reasonably informed, including by providing the Seller or filings or registrations with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting Entity or conference with, any Governmental Authority third party are necessary in connection with the Amazônia Transaction, execution and to the extent permitted delivery of this Agreement by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferencesAcquirer. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is party or the consummation by the Company of the Transactions, except for: (a) the filing of a premerger notification report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of the applicable waiting period with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart)thereto; and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences filing with the SEC of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each a proxy statement in preliminary and definitive form (including any amendments or supplements, the “Company Proxy Statement”) relating to the special meeting of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation shareholders of the Amazônia Transaction by Company to be held for the Amazônia Closing Datepurposes of obtaining Company Stockholder Approval (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”), which Company Proxy Statement may form a part of the Registration Statement, and (ii) such reports under the Purchaser Securities Act, the Exchange Act and its Affiliates shall take the rules and regulations thereunder and under Canadian Securities Laws, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, filing the Articles of Merger with the VA SCC and the issuance of a certificate of merger by the VA SCC; (d) filings with the NASDAQ; (e) such filings and approvals as may be required by any action which it is capable of taking applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to the extent (a) necessary obtain or required make has not had and would not reasonably be expected to consummate the Amazônia Closing have, individually or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not Etc. There are no restrictions in limitation of the covenants contained in Section 5.1., the Purchaser shall: any Organizational Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) furnishthe grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement other than restrictions applicable under securities laws and cause its Affiliates local law restrictions with respect to furnishPledged Equity of Foreign Subsidiaries. Except for (A) the filing or recording of UCC financing statements, (B) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the Seller all information concerning extent required under Section 5(a) hereof), (D) such actions as may be required by laws affecting the Purchaser offering and its Affiliates reasonably sale of securities, (E) consents, authorizations, filings or other actions which have been obtained or made and (F) such actions as may be required to prepare and file with Governmental Authorities and other Personsby local laws governing the Pledged Equity of Foreign Subsidiaries, no later consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including any stockholder, member or creditor of such Grantor), is required for (x) the grant by such Grantor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Grantor, (y) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 5(a) hereof) or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office) or (z) the exercise by the Collateral Agent or the Secured Parties of the rights and remedies provided for in this Agreement (other than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents such actions as soon as reasonably practicable, may be required under applicable securities laws in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, resale of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpartsuch Pledged Equity); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation filings with Bank Regulators, the receipt of the covenants Regulatory Approvals, and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of FNFG Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of FNFG Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the shareholders of HRB and FNFG, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsHRB's Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by HRB, and (y) the completion of the Merger and the Bank Mergers. HRB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation Neither the Company nor any of the covenants contained Guarantors is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in Section 5.1.order for it to execute, deliver or perform any of its obligations under or contemplated by the Purchaser shall: Transaction Documents, in each case in accordance with the terms hereof or thereof, except for the following consents, authorizations, orders, filings and registrations (none of which is required to be filed or obtained before the Initial Closing): (i) furnish, the filing of appropriate UCC financing statements with the appropriate states and cause its Affiliates to furnish, other authorities pursuant to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsSecurity Documents, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser filing with the SEC of any required notifications on Form D, (iii) the filing with the SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement and its Affiliates shall take (iv) other consents, authorizations, orders, filings and registrations that have been obtained or made and are in full force and effect, except for such consents, authorizations, orders, filings, and registrations the failure to have been obtained or made would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. All consents, authorizations, orders, filings and registrations which the Company or any action which it of the Guarantors is capable of taking required to obtain pursuant to the extent preceding sentence have been obtained or effected on or prior to the Initial Closing Date (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event case of the filings detailed above, will be made as appropriate after the Closing Date), and the Company and the Guarantors are unaware of any facts or circumstances that might prevent the Consent Company or any of ANATEL for its Guarantors from obtaining or effecting any of the Amazônia Transaction and/or registrations, applications or filings pursuant to the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionpreceding sentence.

Consents. (a) In furtherance and not in limitation Each of the covenants contained in Section 5.1.TEF Group and the PT Group and the Company shall, the Purchaser shall: (i) furnishco-operate and use all commercially reasonable efforts to make all filings and obtain all licenses, permits, consents, approvals, authorisations, qualifications and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with orders of Governmental Authorities and other Personsthird parties necessary to consummate the transactions contemplated by this Agreement, no later than eight including, without limitation, (8) Business Days following i) the date hereof, all applications, notices, petitions and other documentation obtaining of any such necessary consent from any lender or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication RulesGovernmental Authority, including without limitation the Consent by ANATELEuropean Commission on antitrust matters, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received filing by the Purchaser fromCompany of the transaction with CADE a▇▇ ▇he ANATEL (provided that no Party shall have any liability whatsoever hereunder arising from the failure of ANATEL or CADE t▇ ▇▇prove the transactions contemplated herein, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (except to the extent permitted by Telpart); and (iv) that such failure is attributable to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted failure by such Governmental Authority, give the Seller the opportunity Party to attend and participate in such meetings and conferences. (v) return submit to ANATEL any or to CADE, ▇▇ ▇imely fashion, the information necessary and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable required pursuant to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELcurrent Brazilian telecommunications and antitrust laws and regulations). (b) The Purchaser All fees and expenses incurred in connection with obtaining such approvals shall bear be shared equally between the risk Groups, except that each of the Groups shall be solely responsible for any claims, costs, fines, fees or similar expenses which arise as a direct result of and are solely attributable to any action or omission on the part of such Group. (c) With respect to any required consent or approval not obtained prior to the relevant Closing, the Groups shall, and shall cause the Company, the TEF Covered Assets and PT Covered Assets or the New Acquisition (as the case may be), to use commercially reasonable efforts to obtain any such consent or approval after such Closing until such consent or approval has been obtained. (d) Each of the TEF Group and the PT Group expressly undertakes to obtain all consequences relevant authorisations, approvals and waivers of any nature whatsoever in case the Consent rights of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless Third Parties and minority shareholders of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia ClosingTEF Covered Assets and PT Covered Assets, as the case may be, notwithstanding the conditions and/or obligations imposed thereto (including but not limited to rights of first refusal by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation virtue of the covenants contained TEF Covered Assets and PT Covered Assets by-laws and shareholders agreements in Sections 5.1, 5.3(aforce) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or may be required to consummate the Amazônia Closing or transactions contemplated by this Agreement prior to the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionrelevant Closing.

Consents. Except for (a) In furtherance and not in limitation filings with Bank Regulators, the receipt of the covenants Regulatory Approvals, and compliance with any conditions contained in Section 5.1.therein and filing of Articles of Combination with Bank Regulators, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the States of Delaware and New Jersey, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of Investors Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Investors Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the shareholders of ABNJ, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsABNJ’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by ABNJ, and (y) the completion of the Merger and the Bank Merger. ABNJ has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (c) the filing of the Certificate of Merger with the Delaware Department of State, (d) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) notification of the listing of BHB Common Stock to furnishbe issued in the Merger on the NASDAQ Global Select Market and (f) the approval of this Agreement by the requisite vote of the shareholders of Rome and the shareholders of BHB (if required), no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of BHB, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by BHB, the completion by BHB of the Merger and the performance by BHB of its obligations hereunder or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. BHB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition (financial or otherwise) or requirement that could reasonably be expected by BHB to result in a Material Adverse Effect on BHB and Berkshire Bank, taken as a whole, or Rome and The Rome Savings Bank, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over the ANATEL Consent affairs of BHB and Berkshire Bank, the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary be obtained or advisable to obtain the Consents as soon as reasonably practicable, made by Parent or any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by Parent, US Holdings, Merger Sub 1 and Merger Sub 2 or the consummation by Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of the Transactions, except for: (a) the filing of a premerger notification report by Parent under the HSR Act, and the expiration or termination of the applicable waiting period with respect to compliance with Telecommunication Rulesthereto, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted compliance with any condition and/or imposes any obligation on the Purchaserapplicable requirements of other Antitrust Laws or Foreign Investment Laws, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance the filing with the SEC and not in limitation the Canadian Securities Regulatory Authorities of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser Joint Proxy Statement relating to (x) the Company Stockholders Meeting and (y) the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateParent Shareholders Meeting, and (ii) the Purchaser filing with the SEC and its Affiliates shall take declaration of effectiveness under the Securities Act of the Registration Statement and (iii) such other reports under the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions, (d) the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware, (e) filings with the NYSE and the TSX, (f) such filings and approvals as may be required by any action which it is capable applicable state securities or “blue sky” Laws, (g) such filings with the applicable Canadian Securities Regulatory Authorities as may be required by applicable Canadian Securities Laws in connection with this Agreement and the Transactions, (h) such filings as may be required by applicable Canadian corporate Laws in connection with this Agreement and the Transactions and (i) any such other Consent that the failure to obtain or make would not reasonably be expected to (i) have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) prevent, materially delay or materially impair the ability of taking to the extent (a) necessary or required Parent to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionTransactions.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing of a premerger notification report by the Company under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of the applicable waiting period with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart)thereto; and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted compliance with any condition and/or imposes any obligation on the Purchaser, regardless applicable requirements of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing other Antitrust Laws or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. Foreign Investment Laws; (c) In furtherance the filing with the SEC of (i) a joint proxy statement and not in limitation management information circular (which will also constitute a prospectus for purposes of the covenants contained Parent Share Issuance) in Sections 5.1preliminary and definitive form (the “Joint Proxy Statement”) relating to (x) the meeting of the stockholders of the Company to be held for the purposes of obtaining the Company Stockholder Approval (including any postponement, 5.3(aadjournment or recess thereof, the “Company Stockholders Meeting”) and (by) the meeting of the shareholders of Parent to be held for the purposes of obtaining the Parent Shareholder Approval (including any postponement, adjournment or recess thereof, the “Parent Shareholders Meeting”), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser filing with the SEC and its Affiliates declaration of effectiveness under the Securities Act of the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which Parent Common Shares issuable in the First Merger will be registered with the SEC (including the prospectus set forth therein (which shall take be the Joint Proxy Statement), and any action which it is capable amendments or supplements, the “Registration Statement”) and (iii) such other reports under the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions, (d) the filing of taking the Certificates of Merger with the Office of the Secretary of State of the State of Delaware, (e) filings with the NYSE, (f) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws and (g) any such other Consent that the failure to obtain or make would not reasonably be expected to (i) have, individually or in the extent aggregate, a Company Material Adverse Effect or (aii) necessary prevent, materially delay or required materially impair the ability of the Company to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionTransactions.

Consents. (a) In furtherance and not in limitation of Neither the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably Company nor any Subsidiary is required to prepare and file with Governmental Authorities and other Personsobtain any consent, no later than eight (8) Business Days following the date hereofapproval, all applications, notices, petitions and other documentation necessary authorization or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromorder of, or given by it to, make any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting filing or conference notification with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants Entity or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months other self-regulatory organization or body or any other period imposed Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by ANATEL. the Transaction Documents, in each case, in accordance with the terms hereof or thereof, except (a) for applicable requirements, if any, of the Securities Act, the Exchange Act, state “Blue Sky” laws and state takeover Laws, (b) The Purchaser shall bear the risk filing with the United States Securities and any and all consequences Exchange Commission (the “SEC”) of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the PurchaserProxy Statement, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance any filings required under the rules and not in limitation regulations of Nasdaq, (d) the filing of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted Certificate of Designation with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative Secretary of any Laws, (i) each State of the Purchaser and State of Delaware in accordance with the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateDGCL, and (iie) where the Purchaser failure to obtain such consents, approvals, authorizations or orders, or to make such filings or notifications, would not be material. As of the Initial Closing, in respect of the Initial Purchase, and its Affiliates shall take as of the Closing, in respect of the Subsequent Purchase, all consents, approvals, authorizations, orders, filings and notifications which the Company or any action which it Subsidiary is capable of taking required to obtain pursuant to the extent (a) necessary preceding sentence have been obtained or required to consummate effected. Neither the Amazônia Closing Company nor any of its Subsidiaries is aware of any facts or circumstances that might prevent the Alternative Amazônia Closing in Company or any of its Subsidiaries from obtaining or effecting any of the event that registration, application or filings contemplated by the Consent of ANATEL Transaction Documents. Except for the Amazônia Transaction and/or written notification received by the Brazilian Antitrust Authorities Company from Nasdaq on June 28, 2017 regarding, among other things, the Company’s failure to meet certain minimum market value requirements under applicable Nasdaq rules (the “Nasdaq Notice”), the Company is denied and (b) does not affect materially in violation of the rules or negatively requirements of Nasdaq and, to the businesses knowledge of the Company, there are no facts or activities circumstances which would reasonably lead to delisting or suspension of Purchaser and/or its Affiliates carried on outside the Amazônia regionCommon Stock.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of NYB Common Stock to be issued in the Merger on the Stock Exchange, (e) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NYB Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the stockholders of LIFC, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsNYB's Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by NYB, and (y) the completion of the Merger as of the date hereof. NYB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (c) the filing of the certificate of merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Maryland Department of Assessments and Taxation, (d) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) notification of the listing of BHLB Common Stock to furnishbe issued in the Merger on the NASDAQ Global Select Market and (f) the Beacon Federal Shareholder Approval, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of BHLB, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by BHLB, the completion by BHLB of the Merger and the performance by BHLB of its obligations hereunder or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. BHLB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition (financial or otherwise) or requirement that could reasonably be expected by BHLB to result in a Material Adverse Effect on BHLB and Berkshire Bank, taken as a whole, or Beacon Federal and Beacon Bank, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over the ANATEL Consent affairs of BHLB and Berkshire Bank, the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Each Grantor has used, and shall continue to use, subject to the provisions contained in this Section 3.17, commercially reasonable efforts to obtain the consent or approval of, or other action by, all third parties required to permit Grantors to subject all of their respective assets to the Lien and Security Interest of this Security Agreement and the other Collateral Documents; provided, however, that Grantors shall not be obligated to obtain consents or approvals in respect of assets (a) In furtherance where the value of such assets would not reasonably justify the burden, costs and expenses necessary to obtain such consent or approval; in making such a determination, Grantors may take into account the cost or charges imposed by such third parties (on any Grantor or any entity in which any Grantor has an Investment) to grant any such consent or approval or take such other action and/or any undue burden, or (b) which in the reasonable judgment of Grantors cannot in limitation be pledged, or as to which the consent to pledge cannot be sought, without substantially impairing the value of the covenants contained asset or the ability of Grantors to manage the asset in Section 5.1.the ordinary course of its business; provided further that, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which nothing shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such deemed a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, waiver of any communication received by the Purchaser from, rights Secured Parties may have to assert Liens or given by it to, security interests in any Governmental Authority regarding the Amazônia Transaction and the Transactions (such assets or proceeds thereof to the extent permitted by Telpart); and pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (ivor any successor provision or provisions) to of the extent reasonably practicablejurisdiction the UCC of which would govern such determination (unless the application of Sections 9-406, permit 9-407, 9-408, or 9-409 of the Seller to review UCC would automatically result in advance (x) additional affirmative obligations on the part of any communication Grantor or (y) the granting of rights and remedies not previously held to, or exercise of rights or remedies not previously entitled to be given by it toexercised by, and consult with the Seller third parties, in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by which event such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (vassets shall remain “Excluded Assets”) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELApplicable Law (including the Bankruptcy Code) or principles of equity. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval consummation of the Amazônia TransactionTransactions, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL except for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each the filing of a premerger notification report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and the expiration or termination of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and applicable waiting period with respect thereto; (ii) the Purchaser filing with the U.S. Securities and its Affiliates shall take any action which it is capable Exchange Commission (the “SEC”) of taking (A) a proxy statement in preliminary and definitive form (as amended or supplemented from time to time, the “Proxy Statement”) relating to the extent Company Shareholders Meeting and (aB) necessary or such reports under the Exchange Act and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (iii) the filing of the Articles of Merger with the SCC pursuant to consummate the Amazônia Closing or VSCA; (iv) filings required under, and compliance with other applicable requirements of, the Alternative Amazônia Closing rules of the New York Stock Exchange, Inc.; (v) any such Consents required by the PSC of DC, the PSC of MD or, with respect to matters in the event that purview of the Consent of ANATEL for Virginia PUR, the Amazônia Transaction and/or SCC (collectively, the Brazilian Antitrust Authorities is denied “State Regulatory Approvals” and such Governmental Authorities, the “State Commissions”) and any filings with respect thereto; (vi) any such Consents required by the Federal Energy Regulatory Commission (the “FERC” and any such Consents, the “FERC Approval”) and any filings with respect thereto; and (bvii) does any such Consents the failure to obtain or make of which has not affect materially had and would not reasonably be expected to have, individually or negatively in the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (c) the filing of the Certificate of Merger with the New York Department of State and the Delaware Department of State, (d) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) notification of the listing of AFC Common Stock to furnishbe issued in the Merger on the NASDAQ National Market and (f) the approval of this Agreement by the requisite vote of the stockholders of BSFI and the shareholders of AFC, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of AFC, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by AFC and the completion by AFC of the Merger or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. AFC has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition or requirement that could reasonably be expected by AFC to result in a Material Adverse Effect on AFC and Alliance Bank, taken as a whole, or BSFI and Oswego County National Bank, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over affairs of AFC and Alliance Bank, the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.Except as listed on CUNB Disclosure Schedule 5.5 which sets forth, among other things, the Purchaser shall: consents, waivers and/or approvals of all third parties required to consummate the Merger and the other transactions contemplated herein, and except for (i) furnishfilings with Bank Regulators, the receipt of the Regulatory Approvals, and cause its Affiliates to furnishcompliance with any conditions contained therein; (ii) the filing of the Merger Agreement with the DBO, to after certification by the Seller all information concerning California Secretary of State; (iii) the Purchaser filing with the SEC of: (A) the Merger Registration Statement in compliance with the Securities Act and its Affiliates reasonably the declaration by the SEC of the effectiveness thereof; and (B) such reports under Sections 13(a), 13(d), 13(g), 14(f) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith; (iv) such filings and approvals as are required to prepare be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of CUNB Common Stock pursuant to this Agreement; (v) such filings and file approvals as are required to be made or obtained in connection with Governmental Authorities the listing of CUNB Common Stock to be exchanged for FENB Common Stock or to be issued upon the exercise of Replacement Options issued in accordance herewith; and other Persons(vi) Shareholder Approvals, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions any Governmental Entity are necessary and no consents, waivers or approvals of, or filings or registrations with, any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by CUNB and CUB, and (y) the completion of the Merger and the transactions contemplated thereby. CUNB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. No consents, approvals or authorizations (a"Consents") In furtherance and not in limitation of the covenants contained in Section 5.1.of, the Purchaser shall: (i) furnishor registration, and cause its Affiliates qualification, designation, declaration, notification or filing with, any federal, state, local, municipal or foreign court of competent jurisdiction, governmental agency, authority, instrumentality, regulatory body, stock market or stock exchange (each a "Governmental Entity") or (ii) any party to furnishany Contract to which such Seller is a party or by which it is bound, to the Seller all information concerning the Purchaser and its Affiliates reasonably is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction sale by such Seller of such Seller's Shares or required on the part of such Seller in connection with respect to compliance with Telecommunication Rulesthe valid execution, including delivery or performance of this Agreement, the Consent by ANATELStockholders' Agreement, which shall be prepared and filed with ANATEL substantially the Custody Agreement (in the form attached hereto as Schedule 5.3.(acase of an Additional Seller) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Stockholder Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted such Seller is a signatory thereto) by Telpart); and such Seller or the consummation of the transactions contemplated hereby or thereby, except (ivA) as may be required pursuant to Securities Laws which registrations, qualifications, designations, declarations, notifications or filings, if required, shall be accomplished by such Seller prior to Closing, (B) as may be required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("H▇▇ ▇▇▇") ▇▇ ▇▇▇ ▇C Regulation or any other similar foreign antitrust or trade regulation laws to the extent reasonably practicableapplicable to such Seller or (C) such Consents of (x) or registrations, permit the Seller to review in advance any communication to be given by it toqualifications, and consult with the Seller in advance of any meeting designations, declarations, notifications or conference filings with, any Governmental Authority Entity or (y) any parties to any Contract to which such Seller is a party or by which such Seller is bound, in connection with the Amazônia Transactioncase of this clause (C), the failure of which Consents to obtain, or registrations, qualifications, designations, declarations, notifications or filings to make, would not be reasonably likely to materially and to adversely affect the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval ability of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged Parties to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authoritiestransactions contemplated hereby. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance Parent and not in limitation the Sellers shall submit any and all filings required under the HSR Act with respect to the Acquisition to the Antitrust Division of the covenants contained United States Department of Justice and the United States Federal Trade Commission, upon the earlier of (i) fifteen (15) business days of the date hereof, (ii) or two (2) business days of being in a position to certify all such filings. Parent will be responsible for payment of any filing fee required for filings to be made in connection with the Acquisition, and will pay any required fee at the time it submits its filings Parent and Sellers shall use their respective commercially reasonable efforts to determine whether any other filings are necessary or advisable under any other antitrust, competition, foreign investment, or other applicable Laws and, if determined that any such additional filings are necessary or advisable then, to prepare and submit such filings as promptly as practicable following the date hereof. (b) Parent and Sellers shall consult and cooperate with one and other in connection with the preparation of all respective filings, and consider in good faith the views of the other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the Transactions initiated by any Governmental Entity. (c) Parent and Sellers and the Companies shall use their respective commercially reasonable efforts to respond to requests, if any, as may be made by any Government Entity with respect to the Transactions under any antitrust Law. In the context of this Section 5.1.6.1(c), “commercially reasonable efforts” shall include the Purchaser shallfollowing: (i) furnishif Parent, Sellers, or the Companies or any of their respective Affiliates or representatives receives a formal request for additional information or documentary material from a Governmental Entity, Parent or Sellers or the Companies, as the case may be, shall comply at the earliest practicable date with such formal request and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, in any event no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary by any deadline that is established by Law or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent determined by ANATEL, which shall be prepared Parent and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i)Sellers; (ii) take all appropriate actions Parent, Sellers, or the Companies, as the case may be, shall provide the other Party a complete copy of any filing with the Governmental Entity (subject to obtain redaction of any material not reasonably needed by the ANATEL Consent other party) and each shall promptly respond to any request from the ANATEL Consent other for information or documentation reasonably requested by the Amazônia Transaction other party in connection with the development and implementation of a strategy and negotiating positions with any Governmental Entity ; provided, that access to any such a manner filing, information or documentation will, at such party’s request be restricted to assure that the SPA Closing such other parties’ outside counsel and the Amazônia Closing take place on an expedite manner and within the shortest period of timeeconomists or advisors retained by such counsel; (iii) keep Each of Parent, Sellers, and the Seller reasonably informed, including by providing Companies shall (A) promptly inform the Seller with a copy, other of any communication made to, or received by the Purchaser such Party from, or given by it to, any Governmental Authority Entity regarding the Amazônia Transaction and any of the Transactions and, subject to applicable Law, if practicable, permit the other party to review in advance any material proposed written communication to any such Governmental Entity , and incorporate the other party’s reasonable comments, (B) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the extent permitted by Telpart); and (iv) Transactions unless, to the extent reasonably practicable, permit it consults with the Seller to review other party in advance any communication to be given by it toand, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental AuthorityEntity, give gives the Seller other Party the opportunity to attend attend, and participate in (C) furnishes the other party with copies of all correspondence, filings, and written communications between them and their Affiliates and their respective representatives, on the one hand, and any such meetings Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and conferencesthe Transactions; and (iv) Unless mutually agreed to by the Parties, all filing parties party will request “early termination” of any approval required from any Governmental Entity. (vd) return Notwithstanding anything to ANATEL the contrary in this Agreement the foregoing, neither Parent, Buyer nor any and all grants of their Affiliates shall be required to (i) propose, negotiate, commit to, or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months effect any divestiture or any other period imposed by ANATELconcessions or conditions, or (ii) litigate with any Governmental Entity to oppose any enforcement action, including an enforcement action to prohibit the Transactions from being consummated or to remove any court or regulatory orders impeding the ability to consummate the Transactions. (be) The Purchaser Except as expressly provided herein, the Parties shall bear the risk their own costs and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted expenses incurred with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatenedpreparation of their respective filings contemplated in this Section 6.1; provided, challenging the Amazônia Transaction as violative however, that Buyer shall bear one hundred percent of any Laws, (i) each of filing fee under the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking HSR Act with respect to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionAcquisition.

Consents. The Purchaser acknowledges and agrees that certain consents to the transactions contemplated by this Agreement may be required from parties to contracts, leases, licenses or other agreements to which the Sellers and/or any of their Subsidiaries (aincluding the Target Companies) In furtherance is a party and such consents have not in limitation of the covenants contained in Section 5.1.been obtained. Prior to Closing, the Purchaser shall: and the Sellers shall use commercially reasonable efforts to obtain such consents; PROVIDED that, except as set forth in SECTION 2B(v), failure to obtain any such consent shall not delay or prevent the Closing (iincluding by application of SECTION 2B(i)); PROVIDED FURTHER that no party nor any of such party's Affiliates or Representatives shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) furnishto or against any third party to obtain any such consent. The Purchaser agrees, and cause however, that except as may arise from breach of SECTION 4D hereof, neither the Sellers nor any of their respective Affiliates shall have any liability whatsoever to the Purchaser or any of its Affiliates to furnish, arising out of or relating to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable failure to obtain the Consents as soon as reasonably practicable, any consents that may have been or may be required in connection with the Amazônia Transaction transactions contemplated by this Agreement or with respect to compliance with Telecommunication Rulesbecause of the default, including acceleration or termination of any such contract, lease, license or other agreement as a result thereof. The Purchaser further agrees that, except as may arise from breach of SECTION 4D hereof, no representation, warranty or covenant of the Consent by ANATEL, which Sellers contained herein shall be prepared and filed with ANATEL substantially breached or deemed breached as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination. Notwithstanding anything in SECTION 8E, SECTION 8F or elsewhere in this Agreement to the form attached hereto as Schedule 5.3.(a) contrary, (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction except as expressly provided in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted SECTION 1D hereof with respect to the Amazônia Transaction under OMX Acknowledgment, in no event shall any Laws consent, acknowledgment or by any Governmental Authorities other agreement be sought, requested or if any Legal Proceeding is instituted or threatened, challenging required with respect to the Amazônia Transaction as violative Original Agreement without the prior written consent of any Laws, Sellers (iwhich may be withheld in their sole and absolute discretion) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates except as expressly provided for in SECTION 3I of this Agreement, in no event shall take any action which it is capable of taking consent, acknowledgment or other agreement be sought, requested or required with respect to the extent La Bokay Lease (aincluding with respect to the La Bokay Sublease (if any)) necessary or required to consummate without the Amazônia Closing or the Alternative Amazônia Closing prior written consent of Sellers (which may be withheld in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied their sole and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionabsolute discretion).

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishthe Regulatory Approvals and compliance with any conditions contained therein, (ii) the filing with the SEC of (x) the Merger Registration Statement and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably (y) such reports under Securities Laws as may be required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared execution and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent delivery of this Agreement and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing transactions contemplated hereby and the Amazônia Closing take place on an expedite manner and within obtaining from the shortest period SEC of time; such orders as may be required in connection therewith, (iii) keep approval of the Seller reasonably informedlisting of MainSource Common Stock to be issued in the Merger on NASDAQ, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication such filings and approvals as are required to be given by it to, and consult made or obtained under the securities or “Blue Sky” laws of various states in connection with the Seller in advance issuance of any meeting the shares of MainSource Common Stock pursuant to this Agreement, (v) the Cheviot Financial Stockholder Approval and (vi) the filing of certificates of merger with the Indiana Secretary and the Maryland Department, no consents, waivers or conference approvals of, or filings or registrations with, any Governmental Authority Entity or Bank Regulator are necessary, and, to the Knowledge of Cheviot Financial, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary in connection with the Amazônia Transactionexecution and delivery of this Agreement by Cheviot Financial, and to the extent permitted completion by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval Cheviot Financial of the Amazônia TransactionMerger. To the Knowledge of Cheviot Financial, as per the applicable regulationno fact or circumstance exists, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months including any possible other transaction pending or under consideration by Cheviot Financial or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. ThereforeAffiliates, Purchaser shall continue that (a) would reasonably be expected to be obliged to consummate the Amazônia Closing prevent or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not delay in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Lawsmaterial respect, (i) each of any filings with or approvals or waivers required from the Purchaser and FRB, the Seller shall use its reasonable best efforts FDIC, the Ohio Division or the Indiana DFI, or (ii) any required Regulatory Approvals, or (b) would cause a Bank Regulator or Governmental Entity acting pursuant to resolve the Bank Merger Act, the HOLA, the Banking Code or any such objections other applicable law or Legal Proceedings so as regulation to permit seek to prohibit or materially delay consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary transactions contemplated hereby or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionimpose a Burdensome Condition.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing of the Certificate of Merger with the State Treasurer of the State of New Jersey, (d) the filing with and/or acceptance by the Department of articles of merger or similar documentation with respect to the Bank Merger (e) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (f) approval of the listing of NYB Common Stock to be issued in the Merger on the Stock Exchange, (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of NYB Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(h) the approval of this Agreement by the requisite vote of the stockholders of Synergy, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, except as disclosed on SYNERGY DISCLOSURE SCHEDULE 4.5, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsSynergy’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions any other third parties that are material and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicableare necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by Synergy, (y) the Plan of Bank Merger by Synergy Bank and (z) the completion of the Merger and the Bank Merger. Synergy has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that: (i); ) any Regulatory Approvals or other required consents or approvals will not be received; or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws; (ic) furnishthe filing of the Certificate of Merger with the New York Department of State and the Delaware Department of State, and cause its Affiliates to furnish, to (d) the Seller all information concerning approval of this Agreement by the Purchaser requisite vote of the stockholders of BSFI and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Personsthe shareholders of AFC, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions any Governmental Entity or Bank Regulator are necessary, and no consents, waivers or approvals of, or filings or registrations with, any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by BSFI, the completion by BSFI of the Merger and the performance by BSFI of its obligations hereunder or with (y) the execution and delivery of the agreement and plan of merger in respect of the Bank Merger and the completion of the Bank Merger. BSFI has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any required Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition (financial or otherwise) or requirement that could reasonably be expected by BSFI to result in a Material Adverse Effect on BSFI and Oswego County National Bank, taken as a whole, or AFC and Alliance Bank, taken as a whole, or that (ii) take all appropriate actions to obtain any public body or authority having jurisdiction over the ANATEL Consent and affairs of BSFI or its Subsidiaries, the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period consent or approval of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, which is not required or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (pursuant to the extent permitted by Telpart); and (iv) rules of which a filing is not required, will object to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable ALJ shall use commercially reasonable efforts to obtain the Consents as soon as reasonably practicablelisted on Schedule 3.4, in connection and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELcustomary terms. (b) The Purchaser shall bear If and to the risk extent that the valid, complete and any and all consequences perfected transfer or assignment of any nature whatsoever Refining Asset (including any Contract) (i) to ARKS as part of the Internal Reorganizational Transactions or (ii) indirectly as part of the contribution of the Contributed Interests to the Partnership would be a violation of applicable Law, or require any Consent in case connection with the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing Internal Reorganization Transactions or the Alternative Amazônia contribution of the Contributed Interests, as applicable, that have not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of the Refining Asset contemplated by clause (i) or (ii), as the case may be, notwithstanding shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authoritiesforegoing, any such Refining Assets shall continue to constitute Refining Assets for all other purposes of this Agreement. (c) In furtherance and If any transfer or assignment of any Refining Asset intended to be transferred or assigned hereunder, as the case may be, is not in limitation consummated on or prior to the Closing, whether as a result of the covenants contained in Sections 5.1provisions of Section 5.10(b) or for any other reason, 5.3(a) and (b)then, if any objections are asserted with respect to insofar as reasonably possible, ALJ or its applicable Subsidiary retaining such Refining Asset shall thereafter hold such Refining Asset for the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threateneduse, challenging the Amazônia Transaction as violative of any Laws, (i) each benefit and/or burden of the Purchaser Partnership (at the expense of ALJ and for the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation account of the Amazônia Transaction by Partnership) until such time as such transfer or assignment can be completed; provided, however, that ALJ or its applicable Subsidiary shall hold such Refining Asset for the Amazônia Closing Dateuse, benefit and/or burden of the Partnership at ALJ’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, ALJ or its applicable Subsidiary shall, insofar as reasonably possible and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing permitted by applicable Law, treat such Refining Asset in the event ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Partnership in order to place the Partnership in a substantially similar position as if such Refining Asset had been transferred or assigned as contemplated hereby and so that all the Consent benefits and burdens relating to such Refining Asset, as the case may be, including use, risk of ANATEL loss, potential for gain, and dominion, control and command over such Refining Asset, as the Amazônia Transaction and/or case may be, and all costs and expenses related thereto, shall inure from and after the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively Closing to the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionPartnership.

Consents. It shall be a condition to Essex’s obligation to close that, not later than twenty (a20) In furtherance and not in limitation of days prior to the covenants contained in Section 5.1.Closing, the Purchaser shall: General Partners shall have obtained the Partner Consent and the Partnership and the Cash Interest Holders shall have obtained, and such parties shall use their best effort to timely obtain, all authorizations, consents, approvals, elections and waivers from third parties other than partners in the Partnership (as approved by Essex pursuant to the terms of this Section 2.1(b), collectively, the “Consents”), including, without limitation, from all applicable Authorities, necessary (i) furnishto enable the redemption for cash of all of the Partnership interests that Existing Holders have elected to have redeemed, all in accordance with the terms of this Agreement and cause its Affiliates all other agreements by which the Partnership or the Property is bound or to furnishwhich the Partnership or the Property is subject; (ii) to enable the Partnership, the General Partners and the other Existing Partners to perform all of their respective obligations under this Agreement and the Seller all information concerning Related Agreements and (iii) to consummate the Purchaser and its Affiliates reasonably required transactions contemplated by this Agreement. It shall be a condition to prepare and file with Governmental Authorities and other PersonsEssex’s obligation to close that, no later than eight twenty (8) Business Days following 20) days before the date hereofClosing Date, the Partnership and the General Partners shall have obtained, and such parties shall use their best efforts to timely obtain, such elections (the “Elections”) from the Existing Partners as are necessary to permit issuance of the Units and the payment of cash, if applicable, to the Cash Interest Holders and the Existing Partners in accordance with all applicationsapplicable Securities Laws and legal obligations, noticesincluding, petitions and other documentation necessary or advisable to obtain without limitation, regarding distribution of disparate consideration by the Consents as soon Partnership as reasonably practicabledetermined by Essex upon the advice of counsel, as well as an affirmation of the indemnities set forth in Article 7 hereof. The Consents shall include, without limitation, any authorizations, consents, approvals and waivers necessary in connection with any Securities Laws. The form and substance of the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which Consents and Elections shall be prepared reasonably satisfactory to Essex and filed with ANATEL substantially duly authorized, executed and delivered copies thereof in form and substance reasonably satisfactory to Essex shall be obtained by or delivered to Essex on or before the form attached hereto as Schedule 5.3.(adate which is twenty (20) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (days prior to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferencesClosing. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Buyer acknowledges that (i) furnishcertain consents (including consents contingent on the fulfillment of certain conditions), and cause its Affiliates to furnishapprovals, waivers, agreements, or actions of, or (with or without lapse of time) notice to, third parties relating to the Seller all information concerning transactions contemplated by this Agreement may be required under instruments, contracts, commitments, agreements or arrangements (the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL“Required Consents”), which shall be prepared and filed with ANATEL substantially in the form attached hereto Required Consents have not been obtained or are themselves subject to conditions not fulfilled as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) certain new governmental franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights may be required in order for Buyer to conduct the Purchaser and its Affiliates shall take any action which it is capable of taking to Business following the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event same manner in which the Business was conducted before the Closing. Except as otherwise expressly provided in this Section 7.6, and subject to compliance with Section 6.3, Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any Required Consents or any such governmental franchises, approvals, permits, licenses, orders, registrations, certificates, variances, or similar rights that may be required. Subject to Seller’s compliance with Section 6.3 and this Section 7.6, no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based on (A) the failure to obtain any such Required Consents or any such governmental franchises, approvals, permits licenses, orders, registrations, certificates, variances or similar rights, provided the need for such Required Consent has been set forth in the Seller Disclosure Schedule if required to be so disclosed pursuant to the terms of ANATEL for this Agreement, or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Amazônia Transaction and/or failure to obtain any such Required Consents or any such governmental franchises, approvals, permits, licenses, orders, registrations, certificates, variances or similar rights; provided, however, that nothing stated herein shall supersede the Brazilian Antitrust Authorities is denied conditions set forth in Sections 8.2 and (b) does 8.3 or the obligations of Seller under Section 6.3 or this Section 7.6. Seller shall cooperate with Buyer in any commercially reasonable manner in connection with Buyer obtaining any Required Consents and any governmental franchises, approvals, permits, licenses, orders, registrations, certificates, variances or similar rights; provided, however, that such action shall not affect materially include any requirement of Seller or negatively the businesses or activities any of Purchaser and/or its Affiliates carried on outside the Amazônia regionto commence or participate in any litigation, make any payments or offer or grant any accommodation or undertake any liability or obligation (in each case financial or otherwise) to any third party (including any Governmental Body).

Consents. Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof, except for the following consents, authorizations, orders, filings and registrations (a) In furtherance and not in limitation none of which is required to be filed or obtained before the covenants contained in Section 5.1., the Purchaser shall: Closing): (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection filing with the Amazônia Transaction SEC of one or more Registration Statements in accordance with respect to compliance the requirements of the Registration Rights Agreement, (ii) the filing of a listing application for the Conversion Shares and Warrant Shares with Telecommunication Rules, including the Consent by ANATELPrincipal Market, which shall be prepared and filed with ANATEL substantially in done pursuant to the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain rules of the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; Principal Market, (iii) keep the Seller reasonably informedfiling with the SEC of Form D, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, applicable blue sky filings and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return the Shareholder Approval. The Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that preceding sentence, other than certain limitations on registration which may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever SEC in case accordance with recent guidance by the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted SEC with respect to resale registration statements in accordance with Rule 415 under the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding 1933 Act. The Company is instituted or threatened, challenging not in violation of the Amazônia Transaction as violative listing requirements of the Principal Market and has no knowledge of any Laws, (i) each facts that would reasonably lead to delisting or suspension of the Purchaser and Ordinary Shares in the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation foreseeable future. The issuance by the Company of the Amazônia Transaction by Securities shall not have the Amazônia Closing Date, and (ii) effect of delisting or suspending the Purchaser and its Affiliates shall take any action which it is capable of taking to Ordinary Shares from the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionPrincipal Market.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No Consent from, the Purchaser shall: (i) furnishorder of, and cause its Affiliates to furnishor registration, to the Seller all information concerning the Purchaser and its Affiliates reasonably declaration, notice or filing with, or permit from, any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing of a notification and report form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of the applicable waiting period with respect to compliance thereto; (b) the filing with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) SEC of (i); ) a proxy statement in preliminary and definitive form (iiincluding any amendments or supplements, the “Proxy Statement”) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (relating to the extent permitted by Telpart); and (iv) meeting of the stockholders of the Company to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for consider the approval of this Agreement (including any postponement, adjournment or recess thereof, the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6“Company Stockholders Meeting”) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) such reports under Section 13(a) of the Purchaser Exchange Act, and its Affiliates shall take such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificate of First Merger with the Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any action which it is capable of taking applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent, order, registration, declaration, notice, filing or permit that the failure to the extent (a) necessary obtain or required make would not reasonably be expected to consummate the Amazônia Closing have, individually or the Alternative Amazônia Closing in the event that aggregate, a Company Material Adverse Effect (collectively, the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region“Company Approvals”).

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Other than (i) furnish, and cause its Affiliates to furnish, the filing with the SEC of one or more registration statements pursuant to the Seller all information concerning Registration Rights Agreement, (ii) the Purchaser and its Affiliates reasonably filing of a Form D with the SEC, (iii) any application or notification to the Trading Market required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulesissuance and sales of the Purchased Securities, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult filing with the Seller in advance SEC of any meeting or conference with, any Governmental Authority such reports under the Exchange Act as may be required in connection with the Amazônia TransactionTransaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that other filings as may be necessary for required by any state securities agencies, neither the approval of the Amazônia TransactionCompany nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with any Governmental Entity (as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6defined below) months or any regulatory or self-regulatory agency or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and Person in order for it to execute, deliver or perform any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its naturerespective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. ThereforeAll consents, Purchaser shall continue authorizations, orders, filings and registrations which the Company or any Subsidiary is required to be obliged to consummate the Amazônia Closing obtain on or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect prior to the Amazônia Transaction under any Laws Initial Closing Date pursuant to the preceding sentence have been obtained or by any Governmental Authorities will be obtained on or if any Legal Proceeding is instituted or threatened, challenging prior to the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Initial Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Trading Market and has no Knowledge of any facts or circumstances which might lead to delisting or suspension of the Ordinary Shares. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (ii) including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the Purchaser and its Affiliates shall take foregoing, including any action which it is capable entity or enterprise owned or controlled by a government or a public international organization or any of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionforegoing.

Consents. Except for (a) In furtherance and not in limitation the applicable requirements of the covenants contained in Section 5.1.▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and any other Antitrust Laws of other jurisdictions, (b) applicable requirements of the Exchange Act and the Securities Act, (c) any filings required by, or compliance with the rules and regulations of, Nasdaq or the New York Stock Exchange, (d) the filing of applications, registrations, declarations, listings, reports, submissions, amendments, modifications, consents, approvals, clearances, authorizations, notices and other documents, as required by the FDA, the Purchaser shall: U.S. Drug Enforcement Administration and any other federal, state, local or foreign Governmental Body that is concerned with or regulates the marketing, sale, use, handling and control, safety, efficacy, reliability or manufacturing of medical devices or is concerned with or regulates public health care programs, (ie) furnishany filings with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business or state securities or “blue sky” laws of various states, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, f) any notices, petitions reports or other filings to be made by Wave Luxembourg and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Wave Bermuda in connection with the Amazônia Transaction Mergers, neither the Company nor any of its Subsidiaries are required to submit any material notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by them of this Agreement or the consummation of the Transactions. Other than the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii) or as stated in the immediately preceding sentence in clauses (a) – (f), no consent, approval, license, permit, waiver, order or authorization (a “Consent”) of, registration, declaration or filing with or notice to any Governmental Body or any other party or Person is required to be obtained or made by or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period Company or any of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority its Subsidiaries in connection with the Amazônia Transactionits execution, delivery and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering performance of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing this Agreement or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by Transactions, except for those Consents, registrations, declarations, filings or notices the Amazônia Closing Datefailure of which to be obtained or made has not, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking would not reasonably be expected to the extent (a) necessary have, individually or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey, (d) the filing with and/or acceptance by the Department of articles of merger or similar documentation with respect to the Bank Merger, (e) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (f) approval of the listing of NYB Common Stock to be issued in the Merger on the Stock Exchange, (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of NYB Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(h) the approval of this Agreement by the requisite vote of the stockholders of Synergy, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsNYB’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by NYB, (y) the Plan of Bank Merger by New York Community Bank and (z) the completion of the Merger and the Bank Merger. NYB has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No Consent from, the Purchaser shall: (i) furnishor filing with or notification to, and cause its Affiliates to furnishany Governmental Entity, to the Seller all information concerning the Purchaser and its Affiliates reasonably is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary be obtained or advisable to obtain the Consents as soon as reasonably practicable, made by Parent or any of its Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement by P▇▇▇▇▇ and Merger Sub, the performance by Parent of its covenants hereunder or the consummation by P▇▇▇▇▇ and Merger Sub of the Transactions, except for: (a) the filing with respect to compliance with Telecommunication Rulesthe SEC and, if applicable, the furnishing of: (i) the Registration Statement, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period declaration of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval effectiveness of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateRegistration Statement, and (ii) such reports under the Purchaser Exchange Act and its Affiliates shall take the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b)(i) the filing of the Articles of Merger and any action which it is capable of taking other required filings with, and the acceptance for record by, the Maryland Department pursuant to the extent MGCL and (aii) necessary the filing and recordation of the Certificate of Merger with the Delaware Secretary; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as may be required by any applicable state securities or required “blue sky” Laws or Takeover Laws; (e) any such Consent or filing the failure to consummate the Amazônia Closing obtain or the Alternative Amazônia Closing make has not had, and would not reasonably be expected to have, individually or in the event that aggregate, a Parent Material Adverse Effect, or would not reasonably be expected, individually or in the Consent aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of ANATEL for Parent to consummate, the Amazônia Transaction and/or Transactions, including the Brazilian Antitrust Authorities is denied Merger, on a timely basis, and in any event, prior to the End Date; (f) filings or notifications under any applicable requirements of the HSR Act and any other applicable Competition/Foreign Investment Law; and (bg) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside Consents with respect to the Amazônia regionBusiness Permits.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause Each party shall use its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable commercially reasonable efforts to obtain and to cooperate with each other party in the Consents effort to obtain, as soon as reasonably practicable, all permits, authorizations, consents, waivers and approvals from third parties or governmental authorities necessary to consummate this Agreement and the transactions contemplated hereby; provided, that (i) Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements in connection with such efforts that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer (except, in the case of the Company, for any such undertakings, commitments or agreements given, made or entered into in the ordinary course of business consistent with past practice), (ii) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company and (iii) none of Buyer, Seller or any of their respective Affiliates (including in the case of Buyer, after the Closing, the Company) shall be required to take an action that involves any material expense that is not usual, ordinary or reasonable in connection with the Amazônia closing of a transaction of this type and size, the commencement or participation in any litigation or the offer or grant of any accommodation (financial or otherwise) to any third party that would reasonably be expected to materially impair the overall benefit expected to be realized by such Person from the consummation of the transactions contemplated by this Agreement and the Transaction Agreements. Without limiting the generality of foregoing, (i) Buyer shall file or with respect cause to compliance with Telecommunication Rules, including be filed within fifteen (15) business days following the Consent by ANATEL, which shall date hereof a Form A to be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); Nebraska Department of Insurance, and (ii) take all appropriate actions Buyer and Seller shall file or cause to be filed within fifteen (15) business days following the date hereof a Notification and Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to Title II of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the rules and regulations thereunder. Each party shall pay its own expenses in connection with fulfilling its obligations under this Section, except as set forth in Section 10.5. (b) To the extent permissible under applicable Law or any rule, regulation or restriction of any governmental entity, each of the parties shall, in connection with the efforts referenced above to obtain the ANATEL Consent all requisite approvals, clearances and the ANATEL Consent authorizations for the Amazônia Transaction transactions contemplated hereby under the HSR Act or any other approval of insurance regulators and other governmental entities, use its commercially reasonable efforts to (i) cooperate in such a manner to assure that the SPA Closing all respects with each other party in connection with any filing or submission and the Amazônia Closing take place on an expedite manner and within the shortest period of time; in connection with any investigation or other inquiry, including any proceeding initiated by any private party, (iiiii) keep the Seller reasonably informed, including by providing other parties apprised of the Seller with a copy, status of matters relating to completion of the transactions contemplated hereby and promptly inform the other parties of any communication received by the Purchaser such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other governmental entity and of any material communication received or given in connection with any proceeding by any private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other parties, or the other parties’ legal counsel, to review any filing, submission or other communication given by it to the DOJ, the FTC or any other governmental entity or, in connection with any proceeding by any private party, with any other Person (it being understood that each party shall, without limitation, have the right to review in advance, subject to applicable Laws relating to the exchange of information, all of the information relating to such party, and any of its respective Affiliates, which appears in any filing made with, or materials submitted to, any Governmental Authority regarding third party or any governmental entity, with respect to this Agreement). Buyer, the Amazônia Transaction Company and Seller shall, and shall cause their respective Affiliates to, make available to the other parties (x) a copy of each applicable report, schedule and other document filed or received by it between the date hereof and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority Closing Date in connection with the Amazônia Transactionefforts referenced above to obtain all requisite approvals, clearances and authorizations for the transactions contemplated hereby pursuant to the extent permitted by such Governmental Authorityrequirements of state insurance Laws and (y) any other information, give confidential or otherwise, relating to this Agreement or the Seller Transaction Agreements that has not been provided to the opportunity to attend other party and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be is necessary for disclosure in the approval filing to be made under the HSR Act or the filings of any Form A or Form D to be filed with the Nebraska Department of Insurance. Notwithstanding anything to the contrary in this Section 4.9(b), neither Seller nor Buyer will be required to permit the review by or provide or disclose to the other party copies of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences portions of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaserfiling, regardless of its nature. Thereforesubmission or communication to a governmental entity that contains confidential information, Purchaser shall continue to be obliged to consummate the Amazônia Closing proprietary business information or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto is protected by ANATEL and/or the Brazilian Antitrust Authoritiesattorney client privilege or attorney work product. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation From the date of this Agreement through the covenants contained in Section 5.1.Closing Date (or, if earlier, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file termination of this Agreement in accordance with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (bArticle VIII), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller party shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so obtain and to cooperate with each other party in the effort to obtain, as to permit consummation of the Amazônia Transaction by the Amazônia Closing Datesoon as reasonably practicable, all permits, authorizations, consents, waivers and approvals listed on Schedule 4.5 (iieach a “Required Consent”); provided, that (i) the Purchaser Seller and its Affiliates shall not accept any requirements or undertakings, make any commitments or enter into any agreements in connection with such efforts that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company and its Subsidiaries, without the prior written consent of Buyer; (ii) neither Buyer nor any of its Affiliates shall be required to take or agree to take or accept any condition requiring them to take any action which it that involves divestiture, discontinuance, liquidation, holding separate or operating in a specified manner any business, operations or assets of Buyer or any of its Affiliates, including, after the Closing, the Company and its Subsidiaries; (iii) neither Buyer nor any of its Affiliates (which, after the Closing, will include the Company and its Subsidiaries) shall be required to take or agree to take or accept any condition requiring them to take any action that involves any material expense that is capable not usual, ordinary or reasonable in connection with the closing of taking a transaction of this type and size, the commencement or participation in any Litigation or the offer or grant of any accommodation (financial or otherwise) to any third party or Governmental Authority, including any action that would reasonably be expected to materially impair the overall benefit expected to be realized by Buyer from the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, including any requirement or condition to amend this Agreement or any Transaction Agreement in any material respect; (iv) neither Buyer nor any of its Affiliates shall be required to materially alter its business plans with respect to the extent acquisition and operation of the Company and its Subsidiaries; (av) necessary or neither Buyer nor any of its Affiliates shall be required to consummate take or agree to take or accept any condition requiring them to take any action that involves any material limitation or requirement on Buyer or its Affiliates or would vary in any material respect any other financial or economic term or any other material term of the Amazônia Closing transactions contemplated by this Agreement; or (vi) neither Buyer nor any of its Affiliates shall be required to take or agree to take or accept any condition requiring them to take any action that would materially and adversely affect the economic value or benefits which Buyer reasonably expects to receive from the transactions contemplated by this Agreement and the Transaction Agreements (each condition set forth in this Section 4.5(a)(i) –(vi), a “Burdensome Condition”). Neither Buyer nor any of its Affiliates shall be obligated to take or refrain from taking or to agree to it or the Alternative Amazônia Closing Company or its Subsidiaries taking or to suffer to exist any condition, limitation, restriction or requirement that, individually or in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied aggregate with any other actions, conditions, limitations, restrictions or requirements would or would reasonably be likely to result in a Burdensome Condition. Each party shall pay its own expenses and respective filing fees in connection with fulfilling its obligations under this Section 4.5(a), except as set forth in Section 10.4. (b) does not affect materially To the extent permissible under applicable Law or negatively any rule, regulation or restriction of any Governmental Authority, each of the businesses parties hereto shall, in connection with the efforts referenced above to obtain all Required Consents, use its reasonable best efforts to (i) cooperate in all respects with each other party in connection with any filing or activities submission and in connection with any investigation or other inquiry, including any proceeding initiated by any private party, (ii) keep the other parties hereto apprised of Purchaser and/or the status of matters relating to completion of the transactions contemplated hereby and promptly inform the other parties of any communication received by such party from, or given by such party to any Governmental Authority and of any material communication received or given in connection with any proceeding by any private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other parties hereto or their legal counsel (as applicable), to review any filing, submission or other communication given by it to any governmental entity or, in connection with any proceeding by any private party, with any other Person (it being understood that each party shall, without limitation, have the right to review in advance, subject to applicable Laws relating to the exchange of information, all of the information relating to such party, and any of its respective Affiliates, which appears in any filing made with, or materials submitted to, any third party or any Governmental Authority, with respect to this Agreement). Buyer, the Company and its Subsidiaries, and Seller shall, and shall cause their respective Affiliates carried on outside to, make available to the Amazônia regionother parties a copy of each applicable report, schedule and other document filed or received by it between the date hereof through the Closing Date in connection with the efforts referenced above to obtain all requisite approvals, clearances and authorizations for the transactions contemplated hereby pursuant to the requirements of state insurance Laws. Notwithstanding anything to the contrary in this Section 4.5(b), neither Seller nor Buyer will be required to permit the review by or provide or disclose to the other party copies of the portions of any filing, submission or communication to a Governmental Authority that contains confidential information, proprietary business information or is protected by attorney-client privilege or attorney work product.

Consents. (a) In furtherance and The Company is not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Personsobtain any approval, no later than eight (8) Business Days following the date hereofconsent, all applicationswaiver, noticesauthorization or order of, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of give any communication received by the Purchaser fromnotice to, or given by it to, make any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting filing or conference registration with, any Governmental Authority or other Person in connection with the Amazônia Transactionexecution, delivery and performance by the Company of the Transaction Documents (including the issuance of the Securities), other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Investor Rights Agreement, (ii) filings required by applicable state and federal securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Securities, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval listing of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months Common Stock for trading or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closingquotation, as the case may be, notwithstanding thereon in the conditions and/or obligations imposed thereto by ANATEL and/or time and manner required thereby, (v) the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation filing of the covenants contained Certificate of Designation with the Secretary of State of the State of Delaware, (vi) those that have been made or obtained prior to the date hereof, (vii) the consent of the holders of a majority of the Registrable Securities (as such term is defined in Sections 5.1that certain Eighth Amended and Restated Investor Rights Agreement, 5.3(a) dated August 30, 2004, by and (bamong the Company and the investors identified on Exhibit A thereto), if any objections are asserted with respect which has been obtained prior to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Datedate hereof, and (iiviii) the Purchaser and its Affiliates shall take any action which it is capable of taking to Stockholder Approval (collectively, the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region“Required Approvals”). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Consents. (a) In furtherance and not in limitation Each of the covenants contained in Section 5.1.Company and the Parent shall, as promptly -------- as practicable, substantially comply with any request for additional information and documents pursuant to the HSR Act. Each of the Company and the Parent shall inform the other promptly of any communication made by or on behalf of such Party to, or received from, the Purchaser shall: United States Federal Trade Commission (ithe "FTC") furnish, or the United States Department of Justice (the "DOJ") and cause its Affiliates to furnish, shall furnish --- --- to the Seller all other such information concerning and assistance as the Purchaser and other may reasonably request in connection with its Affiliates reasonably required to prepare and file with Governmental Authorities and preparation of any filing, submission or other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation act that is necessary or advisable to obtain under the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent HSR Act. The Company and the ANATEL Consent Parent shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ and shall comply promptly with any such inquiry or request. Each of the Company and the Parent shall use commercially reasonable efforts to promptly obtain any clearance under the HSR Act required for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval consummation of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELtransactions contemplated hereby. (b) The Purchaser Parties shall bear cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the risk actions and filings described in Section 7.1(a)) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and all consequences conditions of this Agreement, in taking such actions or making any nature whatsoever such filings, the Parties shall furnish information required in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with connection therewith and timely seek to obtain any condition and/or imposes any obligation on the Purchasersuch actions, regardless of its nature. Thereforeconsents, Purchaser shall continue to be obliged to consummate the Amazônia Closing approvals or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authoritieswaivers. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) The Company shall obtain (1) the duly executed written consents of each of the Purchaser Aurora Affiliate Optionees and each of the Seller shall use its reasonable best efforts Specified Company Management Optionees to resolve the cancellation at the Effective Time, as provided in Section 2.8(a), of their options to purchase shares of Company Common Stock, (2) a duly executed written waiver from each employee of the Company (except a Specified Company Management Optionee) who holds options to purchase shares of Company Common Stock, waiving any acceleration of vesting of the exercisability of such objections options that would otherwise occur as a result of the Company's execution and delivery of this Agreement or Legal Proceedings so as to permit the consummation of the Amazônia Transaction by transactions contemplated hereby, and (3) a duly executed written waiver from each holder of Company Preferred Stock, waiving such holder's redemption rights under Section 7(b) of the Amazônia Closing DateCertificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of the Company Preferred Stock that would otherwise apply upon consummation of the Merger, and (ii) the Purchaser Parent shall obtain a duly executed written waiver from each employee of the Parent who holds shares of Company Stock that are subject to a risk of forfeiture and its Affiliates shall take restrictions or transfer, waiving any action which it is capable acceleration of taking to the extent (a) necessary or required to consummate termination of such risk and restrictions that would otherwise occur as a result of the Amazônia Closing Parent's execution and delivery of this Agreement or the Alternative Amazônia Closing in consummation of the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regiontransactions contemplated hereby.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishas set forth in Section 5.5 of the Acquiror -------- Disclosure Letter, (ii) compliance with and cause its Affiliates filings under the HSR Act, (iii) the filing with the SEC by Acquiror of a registration statement on Form S-4 registering under the Securities Act the shares of Media Stock and Series D Preferred Stock to furnish, to be issued in the Seller all information concerning Merger (the Purchaser "Form S-4") and its Affiliates reasonably such reports under the Exchange Act as may be required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent this Agreement and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedtransactions contemplated hereby, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to the extent reasonably practicabledo business, permit the Seller to review in advance (v) such filings and approvals as may be required by any communication to be given by it toapplicable state securities, "blue sky" or takeover laws, and consult (vi) such filings in connection with Gains Taxes (the Seller items in advance of any meeting clauses (i) through (vi) being collectively referred to herein as "Acquiror Consents"), no consents, approvals, licenses, permits, orders or conference authorizations of, or registrations, declarations, notices or filings with, any Governmental Authority or any Third Party are required to be obtained or made by or with respect to Acquiror in connection with the Amazônia Transactionexecution, delivery and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL performance of this Agreement or any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per other agreements contemplated hereby to which it is a party or the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months consummation of the transactions contemplated hereby and thereby or the taking by Acquiror of any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaseraction contemplated hereby or thereby, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b)which, if any objections are asserted not obtained or made, would have a Material Adverse Effect with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionAcquiror.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of PBI Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of PBI Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the stockholders of WCBI, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsWCBI's Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (a) the Amazônia Transaction execution and delivery of this Agreement by WCBI, and the completion by WCBI of the Merger or with respect (b) the execution and delivery of the Plans of Bank Merger and the completion of the Bank Mergers. WCBI has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any required Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition or requirement that could reasonably be expected to result in a Material Adverse Effect on PBI and its Subsidiaries, taken as a whole, or that (ii) take all appropriate actions any public body or authority having jurisdiction over the affairs of WCBI or its subsidiaries, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation Subject to the accuracy of the covenants contained representations made by the Purchaser in Section 5.1.4.11, no consent, approval, order, or authorization of, or filing or registration with, or notification to (any of the Purchaser shall: foregoing being a “Consent”), any Governmental Entity, including any court or administrative or regulatory agency, or other third-party on the part of the Company, or any of the Sellers or any of their Affiliates, is required on the part of the Company, such Seller or their Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, including in each case the consummation of each Exchange; other than (i) furnish, and cause its Affiliates those to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablebe obtained, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulesregistration of the Company Shares under the Registration Rights Agreement, including under the Consent by ANATELapplicable requirements of the Securities Act and any related filings and approvals under applicable state securities Laws, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions such filings as may be required pursuant to obtain the ANATEL Consent and formation of the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; Security Subsidiaries under Section 2.1, (iii) keep such filings as may be required under any applicable requirements of the Seller reasonably informedExchange Act or the rules of the NYSE, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) such filings and approvals as may be required by any insurance regulatory authorities in order to consummate the extent reasonably practicable, permit the Seller to review in advance any communication to be given transactions contemplated by it to, this Agreement and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return such Consents the failure of which to ANATEL any and all grants make or permits for obtain would not, individually or in the rendering aggregate, reasonably be expected to have a Material Adverse Effect or to prevent or materially delay or hinder the ability of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable such Seller to ANATEL. Purchaser shall endeavor perform its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELobligations under this Agreement. (b) The Purchaser shall bear To the risk and any and all consequences Knowledge of any nature whatsoever in case the such Seller, no Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with or to any condition and/or imposes Governmental Entity, including any obligation court or administrative or regulatory agency or other third-party on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation part of the covenants contained in Sections 5.1Company, 5.3(a) and (b), if or any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser Sellers or any of their Affiliates, is required on the part of the Company, such Seller or their Subsidiaries in connection with the execution, delivery or performance of the Reg Rights Acknowledgment and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regiontransactions contemplated thereby.

Consents. (a) In furtherance and not in limitation Each of the covenants contained in Section 5.1., the Purchaser shall: (i) furnishparties shall cooperate, and cause its Affiliates to furnishuse all reasonable efforts, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents in as soon timely a manner as is reasonably practicable, to make all filings and applications, and obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties, necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of the parties hereto will furnish to the other party such necessary information and reasonable assistance as such other persons may reasonably request in connection with the Amazônia Transaction foregoing and will provide the other party with copies of all filings made by such party with any governmental or with respect regulatory entity or any other information supplied by such party to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, governmental or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority regulatory entity in connection with this Agreement or the Amazônia Transaction, other Transaction Documents and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend transactions contemplated hereby and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELthereby. (b) The Purchaser parties shall bear cooperate (i) to obtain all approvals (the risk and any and all consequences "Insurance Regulatory Approvals") of any nature whatsoever insurance regulatory authority required in case connection with the Consent consummation of ANATEL for the Amazônia Transaction and/or Transactions ("Insurance Regulators"); (ii) to obtain all approvals (the Brazilian Antitrust Authorities are(is"Other Regulatory Approvals") granted of any securities or commodities regulatory authority (including the SEC, the NYSE, the National Futures Association and the National Association of Securities Dealers, Inc.) required in connection with the consummation of the Transactions, including the transactions contemplated by the Subordinated Loan Amendment (the "Securities and Commodities Regulators"); (iii) to obtain all consents, waivers or approvals (the "Non-Regulatory Consents") of any condition and/or imposes any obligation on person required in connection with the Purchaser, regardless consummation of its nature. Therefore, Purchaser shall continue the Transactions; and (iv) to be obliged make all filings and applications necessary to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust AuthoritiesTransactions. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative The parties will keep each other advised of any Laws, material communications with or requests received (iin writing or orally) each of from any Insurance Regulator or Securities and Commodities Regulator concerning the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing Insurance Regulatory Approvals or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionOther Regulatory Approvals, respectively.

Consents. (a) In furtherance and not in limitation No consent, license, approval, order or authorization of, registration, declaration or filing with, notice to or other act by, any Governmental Authority is required by or of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary any Liberty Party or advisable to obtain the Consents as soon as reasonably practicable, any Subsidiary of any Liberty Party in connection with the Amazônia execution, delivery, performance, validity or enforceability of this Agreement and each other Transaction Document to which any such Liberty Party or with respect to compliance with Telecommunication RulesSubsidiary is a party or the consummation of the transactions contemplated hereby and thereby, including the Consent by ANATELEquity Sale and the Liberty Parent Share Issuance, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) except for (i) the mailing of the Proxy Statement relating to the Liberty Parent Stockholders Meeting (or such other filings with the SEC as may be required under Applicable Law); , (ii) take all appropriate actions to obtain such reports under Section 13(a) of the ANATEL Consent Exchange Act, and such other compliance with the Exchange Act and the ANATEL Consent for the Amazônia Transaction rules and regulations thereunder, as may be required in such a manner to assure that the SPA Closing connection with this Agreement and the Amazônia Closing take place on an expedite manner transactions contemplated hereby and within by the shortest period of time; other Transaction Documents, (iii) keep any filings required to be made with the Seller reasonably informedNYSE to list a number of shares of Liberty Parent Class A Common Stock that comprise the Share Consideration, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicableany such consent, permit the Seller to review in advance any communication to be given by it tolicense, and consult with the Seller in advance of any meeting approval, authorization, filing, notice or conference withact that has been obtained, any Governmental Authority in connection with the Amazônia Transactionmade or taken, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any LawsLiberty Parent Stockholder Approval, (ivi) each where the failure to obtain such consent, license, approval or authorization or make such filing or take such act as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (vii) the filing of a premerger notification report by Liberty Parent and Schlumberger Parent under the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateHSR Act, and (iiviii) the Purchaser filing by Liberty Parent of a request for an advance ruling certificate under subsection 102(1) of the Competition Act and its Affiliates shall take any action which it is capable a request that the Commissioner waive, under subsection 113(c) of taking the Competition Act, the obligation of the parties to the extent (aCanadian Equity Sale to provide the notices required under subsection 114(1) necessary or required to consummate of the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionCompetition Act.

Consents. No consent, approval, order, or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Entity is required on the part of the Company or its Subsidiaries in connection with (a) In furtherance and not in limitation the execution, delivery or performance of the covenants contained Transaction Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, or (b) the issuance of the Shares or the issuance of the Common Stock upon conversion of the Shares in Section 5.1., accordance with the Purchaser shall: Certificate of Designation; other than (i) furnishthe filing of the Certificate of Designation with the Secretary of State of the State of Delaware, and cause its Affiliates (ii) the expiration or termination of any applicable waiting periods under the Antitrust Laws with respect to furnishperformance under the Transaction Agreements, or the consummation of transactions, in each case occurring after the Closing, (iii) those to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablebe obtained, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rulesregistration of the Shares under the Registration Rights Agreement, including under the Consent by ANATELapplicable requirements of the Securities Act and any related filings and approvals under applicable state securities laws, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to such filings as may be required under any applicable requirements of the extent reasonably practicableExchange Act or the rules of the NYSE, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants required or permits for necessary approval from Insurance Regulatory Authorities, (vi) the rendering of services and/or radio frequencies that may be necessary for Stockholder Approval, (vii) the approval filing with the SEC of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser Information Statement and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of mailing thereof in accordance with the Amazônia Transaction by the Amazônia Closing DateExchange Act, and (iiviii) such Consents the Purchaser and its Affiliates shall take any action failure of which it is capable of taking to the extent (a) necessary make or required to consummate the Amazônia Closing obtain would not, individually or the Alternative Amazônia Closing in the event that aggregate, reasonably be expected to have a Material Adverse Effect or to prevent or materially delay or hinder the Consent ability of ANATEL for the Amazônia Company to perform its obligations under the Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionAgreements.

Consents. (a) In furtherance and not in limitation No Consent from, or filing with or notification to, any Governmental Entity, is required to be obtained or made by Parent or any of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction execution and delivery of this Agreement by P▇▇▇▇▇ and Merger Sub, the performance by Parent of its covenants hereunder or the consummation by P▇▇▇▇▇ and Merger Sub of the Transactions, except for: (a) the filing with respect to the SEC of such reports under the Exchange Act and the Securities Act, and such other compliance with Telecommunication Rulesthe Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the filing of the Articles of Merger and any other required filings with, and the acceptance for record by, the Maryland Department pursuant to the MGCL; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; (e) any such Consent or filing the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Transactions, including the Consent by ANATELMerger, which shall be prepared on a timely basis, and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedany event, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (prior to the extent permitted by Telpart)End Date; and (ivf) to the extent reasonably practicable, permit the Seller to review in advance filings or notifications under any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval applicable requirements of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or HSR Act and any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) applicable Competition/Foreign Investment Law; and (b), if any objections are asserted g) the Consents with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionBusiness Permits.

Consents. (a) In furtherance The execution, delivery and not in limitation performance by the Company of the covenants contained Transaction Documents and the offer, issuance and sale of the Shares and A and B Warrants and Conversion Shares and Warrant Shares require no consent of, action by or in Section 5.1.respect of, the Purchaser shall: or filing with, any Person, governmental body, agency, or official other than (i) furnishfilings that have been made pursuant to applicable state securities laws, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions post-sale filings pursuant to obtain the ANATEL Consent applicable state and the ANATEL Consent for the Amazônia Transaction in such a manner federal securities laws, which were not required to assure that the SPA be made prior to Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (such consents as have been previously obtained. Subject to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval accuracy of the Amazônia Transactionrepresentations and warranties of each Investor set forth in Section 5 hereof, as per the applicable regulation, within a term that would be acceptable Company has taken all action necessary to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, exempt (i) each the issuance and sale of the Purchaser Conversion Shares and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateWarrant Shares, and (ii) the Purchaser issuance of the PIK Shares in accordance with the Certificate of Designations, (iii) the issuance of the Conversion Shares upon due conversion of the Shares and the PIK Shares and Conversion Shares and Warrant Shares, and (iv) the other transactions contemplated by the Transaction Documents, from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its Affiliates shall take assets and properties may be subject and any action which it provision of the Company’s Certificate of Incorporation or By-laws that is capable of taking or could reasonably be expected to become applicable to the extent (a) necessary Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Conversion Shares, Shares, Warrants and Warrant Shares and the ownership, disposition or required to consummate voting of the Amazônia Closing Shares by the Investors or the Alternative Amazônia Closing in exercise of any right granted to the event Investors pursuant to the Transaction Documents. The Company has received confirmation from that number of voting shareholders sufficient to approve the Consent exercise of ANATEL for the Amazônia Transaction and/or Series P Preferred, the Brazilian Antitrust Authorities is denied PIK Shares, the A and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionB Warrants and Warrant Shares.

Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (aeach, a "Governmental Entity") In furtherance and or any third party, including a party to any agreement with the Company or the Subsidiary (so as not in limitation of the covenants contained in Section 5.1.to trigger any Conflict), the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, is required by or with respect to the Seller all information concerning Company or the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Subsidiary in connection with the Amazônia Transaction execution and delivery of this Agreement or with respect to compliance with Telecommunication Rulesthe consummation of the transactions contemplated hereby, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) except for (i); ) orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws, (ii) take all appropriate actions (w) an exemption from the Israel Securities Authorization from the obligation to obtain publish a prospectus in the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (required pursuant to the extent permitted by Telpart); and (iv) to laws of the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance State of any meeting or conference with, any Governmental Authority Israel in connection with the Amazônia Transaction, and issuance pursuant to this Agreement of the Purchaser Common Stock to the extent permitted by such Governmental Authority, give Sellers and the Seller grant of the opportunity to attend and participate in such meetings and conferences. Purchaser Options (vthe "ISA Exemption"); (x) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia TransactionInvestment Center for the purchase of the Ordinary Shares pursuant to the provisions of the Encouragement of Capital Investment Law and the approvals issued to the Company pursuant thereto; (y) the approval of the Office of the Chief Scientist to the transactions contemplated hereby; and (z) the approval of the Israeli Tax Commission for the amendment to the Company Option Plan pursuant hereto (collectively, the "Israeli Regulatory Approvals," which regulatory approvals or exemptions shall be obtained from one or more Israeli government offices or agencies), (iii) the filing by the Principal Sellers and Purchaser of a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as per ame▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇t"), and (iv) any consent, waiver, approval, order or authorization the applicable regulationfailure of which to obtain, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences registration, declaration or filing the failure of any nature whatsoever which to make, could not, individually or in case the Consent of ANATEL for aggregate, reasonably be expected to prevent the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by Share Purchase or otherwise materially impair the Amazônia Closing Date, and (ii) ability of the Purchaser and its Affiliates shall take any action which it is capable of taking parties hereto to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionperform their obligations under this Agreement.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing of a premerger notification report by the Company under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), or any other applicable Antitrust Laws, and the expiration or termination of the applicable waiting period with respect thereto or any Consent required pursuant to compliance any other applicable Antitrust Laws; (b) the filing with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) SEC of (i); ) a joint proxy statement in preliminary and definitive form (the “Joint Proxy Statement”) relating to (x) the meeting of the stockholders of the Company to be held for the purposes of obtaining the Company Stockholder Approval (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and (y) the meeting of the stockholders of Parent to be held for the purposes of obtaining the Parent Stockholder Approval (including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) and (ii) take all appropriate actions to obtain such reports under Section 13(a) of the ANATEL Consent Exchange Act, and such other compliance with the Exchange Act and the ANATEL Consent for the Amazônia Transaction rules and regulations thereunder, as may be required in such a manner to assure that the SPA Closing connection with this Agreement and the Amazônia Closing take place on an expedite manner and within Transactions; (c) the shortest period filing of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, Certificate of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult Merger with the Seller in advance Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any meeting applicable state securities or conference with, any Governmental Authority “blue sky” Laws or Takeover Laws; (f) in connection with the Amazônia TransactionCompany Chapter 11 Cases and the Prepackaged Plan, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) Confirmation Order; and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (ig) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections Consent that the failure to obtain or Legal Proceedings so as make would not reasonably be expected to permit consummation of the Amazônia Transaction by the Amazônia Closing Datehave, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary individually or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation Subject to receipt of the covenants contained in Section 5.1., the Purchaser shall: Required Stockholder Approval (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially defined in the form attached hereto as Schedule 5.3.(aWarrant) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative issuance of any LawsExcess Warrant Shares (as defined in the Warrant), the Company is not required to obtain any consent, approval, authorization, permit, declaration or order of, or make any filing or registration with (i) each other than the filing with the Commission of a Form D and one or more registration statements in accordance with the requirements of the Purchaser Registration Rights Agreement, other filings as may be required by state securities agencies and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation listing of the Amazônia Transaction Purchased Shares and the Warrant Shares on the Principal Market), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Amazônia Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of the filings detailed above, which filings will be made after the Closing Date, and will be made within the time period required by Applicable Law), and, other than the Required Stockholder Approval (iias defined in the Warrant) with respect to the Purchaser issuance of any Excess Warrant Shares (as defined in the Warrant), the Company and its Affiliates shall take Subsidiaries are unaware of any action which it is capable facts or circumstances that might prevent the Company or any of taking its Subsidiaries from obtaining or effecting any of the consent, registration, application or filings pursuant to the extent (a) necessary preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or required circumstances that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the Company’s ability to consummate any of the Amazônia Closing transactions contemplated hereby or under any of the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia other Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionDocuments.

Consents. (a) In furtherance and not in limitation of Neither the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably Company nor any Subsidiary is required to prepare obtain any consent from, authorization or order of, or make any filing or registration with (other than the filings necessary to perfect the Liens granted under the Collateral Agreements, Required Filings and file with Governmental Authorities and other Personssuch consents, no later than eight (8) Business Days following authorizations, filings or registrations the date hereofabsence of which would not, all applications, notices, petitions and other documentation necessary individually or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (iaggregate, reasonably be expected to have a Material Adverse Effect); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance Entity or any communication to be given by it to, and consult with the Seller in advance of any meeting regulatory or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months self-regulatory agency or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and Person in order for it to execute, deliver or perform any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its naturerespective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. ThereforeTo the Company’s knowledge, Purchaser shall continue other than the filings necessary to be obliged perfect the Liens granted under the Collateral Agreements and the Required Filings, all consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect obtain pursuant to the Amazônia Transaction under any Laws preceding sentence have been or by any Governmental Authorities will be obtained or if any Legal Proceeding is instituted effected on or threatened, challenging prior to the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) neither the Purchaser and Company nor any of its Affiliates shall take Subsidiaries are aware of any action facts or circumstances which it are reasonably likely to prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is capable not in violation of taking the requirements of the Principal Market and, except with respect to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing future changes in the event that market price of the Consent shares of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially Common Stock, has no knowledge of any facts or negatively the businesses circumstances which could reasonably lead to delisting or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.suspension

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: Except for (i) furnishas set forth in Section 5.5 of the Acquiror Disclosure Letter, (ii) compliance with and cause its Affiliates filings under the HSR Act, (iii) the filing with the SEC by Acquiror of a registration statement on Form S-4 registering under the Securities Act the shares of Media Stock and Series D Preferred Stock to furnish, to be issued in the Seller all information concerning Merger (the Purchaser "Form S-4") and its Affiliates reasonably such reports under the Exchange Act as may be required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent this Agreement and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedtransactions contemplated hereby, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to the extent reasonably practicabledo business, permit the Seller to review in advance (v) such filings and approvals as may be required by any communication to be given by it toapplicable state securities, "blue sky" or takeover laws, and consult (vi) such filings in connection with Gains Taxes (the Seller items in advance of any meeting clauses (i) through (vi) being collectively referred to herein as "Acquiror Consents"), no consents, approvals, licenses, permits, orders or conference authorizations of, or registrations, declarations, notices or filings with, any Governmental Authority or any Third Party are required to be obtained or made by or with respect to Acquiror in connection with the Amazônia Transactionexecution, delivery and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL performance of this Agreement or any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per other agreements contemplated hereby to which it is a party or the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months consummation of the transactions contemplated hereby and thereby or the taking by Acquiror of any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaseraction contemplated hereby or thereby, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b)which, if any objections are asserted not obtained or made, would have a Material Adverse Effect with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionAcquiror.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (each, a “Governmental Entity”) is required by, or with respect to, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Company in connection with the Amazônia Transaction execution and delivery of this Agreement and the Related Agreements to which the Company is a party or with respect to compliance with Telecommunication Rulesthe consummation of the transactions contemplated hereby and thereby, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable antitrust Laws (collectively, “Antitrust Laws”); , (ii) take all appropriate actions the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and notices to obtain Company Stockholders required by the ANATEL Consent DGCL and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period Company Certificate of time; Incorporation, (iii) keep any such consents, waivers, approvals, orders, authorizations, registrations, declarations, notices and filings, the Seller absence of which would not be reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromexpected to be individually, or given by it toin the aggregate, any Governmental Authority regarding the Amazônia Transaction and the Transactions (material to the extent permitted Company, or prevent or materially impair the ability of the Company to consummate the transactions contemplated by Telpart)this Agreement; and and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELCFIUS Approval. (b) The Purchaser shall bear the risk and any Schedule 3.4(b) sets forth all notices to, and all consequences necessary consents, waivers and approvals of, parties to any agreement set forth or required to be set forth on Schedule 3.17 to which the Company is a party or by which it or its properties are bound that are required thereunder in connection with the execution and delivery of this Agreement and the Related Agreements to which the Company is a party or the consummation of the transactions contemplated hereby and thereby, or for any such material agreement to remain in full force and effect without limitation, modification or alteration (including payment of any nature whatsoever in case additional amounts or consideration other than ongoing fees, royalties or payments which the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue Company would otherwise be required to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect pay pursuant to the Amazônia Transaction under any Laws or terms of such agreement had the transactions contemplated by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging this Agreement not occurred) immediately after the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings Effective Time so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Datepreserve all rights of, and (ii) benefits to, the Purchaser Company under such agreement immediately after the Effective Time, except for such consents, waivers and its Affiliates shall take any action approvals the absence of which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does would not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionhave a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation Each of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required parties hereto shall act promptly to prepare and file with all required requests for, and use reasonable efforts to obtain all waivers, authorizations, Consents and approvals of all Persons and Governmental Authorities necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement prior to the Closing Date. The parties shall: (i) cooperate to promptly file any notification required to be filed under the HSR Act to consummate the transactions contemplated hereby within ten (10) days of the execution of this Agreement; (ii) request early termination of the waiting period thereunder; and, (ii) use all commercially reasonable efforts to comply as promptly as practicable with any request made pursuant to the HSR Act for additional information. (b) All applications and notices filed with any Governmental Authority will comply in all material respects with all requirements of law. The parties shall diligently and jointly prosecute all such applications and take all such actions and give all such notices as may be required or requested by the FCC or any other PersonsGovernmental Authority or as may be appropriate in an effort to expedite the grant of such consents by the FCC or such Governmental Authority. The parties agree to cooperate with each other in connection with either party’s efforts to satisfy applicable regulatory requirements in connection with the transactions contemplated by this Agreement, no later than eight each at its own cost and expense. (8) Business Days following c) Except to the date hereofextent prohibited by requirements of law, each of the parties hereto shall provide to each of the other parties hereto copies of all filings and material correspondence with all Governmental Authorities with respect to the applications and notices described in this Article 6. SICC shall promptly provide Buyer with copies of all applications, notices, petitions filings and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (correspondence to the extent permitted by Telpart); and (iv) to FCC, the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, ICC and consult with the Seller in advance of any meeting or conference with, any other Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk Authorities and any and all consequences of any nature whatsoever in case notices, consents, approvals, Authorizations, orders or correspondence received from the Consent of ANATEL for FCC, the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing ICC or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust other Governmental Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing which has not already been obtained or made (a) In furtherance and not in including, without limitation as to the listing on the Principal Market of the covenants contained in Section 5.1.Common Shares and the Warrant Shares upon issuance) or registration with (other than the filing with the SEC of the Prospectus Supplement, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to filing of the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) ASX Notice on ASX within five Business Days following of the date hereofissue of the Securities, all applications, notices, petitions the filing of an Appendix 3B with ASX within five Business Days of the issue of the Securities and any other documentation necessary or advisable to obtain the Consents filings as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent may be required by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (iany state securities agencies); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicablecourt, permit the Seller to review in advance governmental agency or any communication to be given by it to, and consult with the Seller in advance of any meeting regulatory or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months self-regulatory agency or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and Person in order for it to execute, deliver or perform any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its natureobligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. ThereforeAll consents, Purchaser shall continue authorizations, orders, filings and registrations which the Company is required to be obliged to consummate the Amazônia Closing obtain at or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect prior to the Amazônia Transaction under any Laws Closing will have been obtained or by any Governmental Authorities effected on or if any Legal Proceeding is instituted or threatened, challenging prior to the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) neither the Purchaser Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market or foreign, federal, state or local securities laws, and its Affiliates shall take has no knowledge of any action facts or circumstances which it is capable could reasonably lead to such violation or delisting or suspension of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing Common Stock in the event foreseeable future. No statute, rule, regulation, executive order, decree, ruling or injunction has been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Consent consummation of ANATEL for any of any of the Amazônia transactions contemplated by the Transaction and/or Documents, and no actions, suits or proceedings are pending or threatened by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively transactions contemplated by the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionTransaction Documents.

Consents. Except for (a) In furtherance and not in limitation filings with Bank Regulators, the receipt of the covenants Regulatory Approvals, and compliance with any conditions contained in Section 5.1.therein, including the Purchaser shall: filing of Articles of Combination with the OTS, (b) the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of OFC Common Stock to be issued in the Merger on the Nasdaq, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of OFC Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the shareholders of OFC, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsOFC’s Knowledge, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect execution and delivery of this Agreement by OFC, and (y) the completion of the Merger and the Bank Merger. OFC has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received, or that (ii) take all appropriate actions any public body or authority, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, Except for (y) the Consents and cause its Affiliates to furnish, to Governmental Approvals listed on Schedule 2.20(b)(i) and (z) the Seller all information concerning the Purchaser and its Affiliates reasonably Client Consents required to prepare and file with Governmental Authorities and other Personsbe obtained pursuant to Section 4.7, (collectively, the “Required Company Consents”), no later than eight (8) Business Days following Governmental Approval or other Consent is required to be obtained, given or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any Fund in connection with the Amazônia Transaction execution and delivery of this Agreement and the Ancillary Agreements or with respect to compliance with Telecommunication Rulesthe consummation of the transactions contemplated hereby or (except for the Option Agreement) thereby. Assuming the receipt of all Required Company Consents, including the Consent enforceability of no Material Contract will be affected in any manner by ANATELthe execution or delivery of this Agreement or any Ancillary Agreement nor by the performance of this Agreement or any Ancillary Agreement other than the Option Agreement. Other than the Material Contracts listed in Schedule 2.20(b)(i), which shall be prepared and filed with ANATEL substantially no Material Contract contains any change in control provision or other terms or conditions that will become applicable or inapplicable as a result of the form attached hereto as Schedule 5.3.(a) (i);execution or delivery of this Agreement or any Ancillary Agreement or the performance of this Agreement or any Ancillary Agreement other than the Option Agreement. (ii) take Except for the Required Company Consents, Schedule 2.20(b)(ii) contains a complete and correct list of all appropriate actions Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Business, including after Closing. All such Governmental Approvals and other Consents have been duly obtained and are held by the Company or each Fund, as applicable, and are in full force and effect. The Company and each Fund are, and at all times have been, in compliance with all Governmental Approvals and other Consents held by them. There is no Proceeding pending against the Company or, to obtain Shareholders’ Knowledge, threatened, that would reasonably be expected to result in the ANATEL revocation, cancellation, suspension, modification or nonrenewal of any Governmental Approval or other Consent set forth on Schedule 2.20(b)(ii). Neither the Company nor any Fund has been notified that any such Governmental Approval or other Consent will be revoked, cancelled, suspended, or modified or cannot be renewed in the ordinary course of business; and there is no basis for any such revocation, cancellation, suspension, modification or nonrenewal. Except for the Required Company Consents, the execution, delivery and performance of this Agreement and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing Ancillary Agreements and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, transactions contemplated hereby and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL except for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied Option Agreement) thereby do not and (b) does will not affect materially violate any such Governmental Approval or negatively the businesses other Consent, or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionresult in any revocation, cancellation, suspension, modification or nonrenewal thereof.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) the Purchaser shall: filing of the Certificate of Merger with the Delaware Department of State and the New York Department of State, (c) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) approval of the listing of NBT Common Stock to be issued in the Merger on the NASDAQ National Market, (e) such notices as are required to be made under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NBT Common Stock pursuant to this Agreement, and cause its Affiliates to furnish(f) the approval of this Agreement by the requisite vote of the shareholders of CNB, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of NBT, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction execution and delivery of this Agreement by NBT and the completion by NBT of the Merger or with respect (y) the execution and delivery of the Agreement and Plan of Bank Merger and the completion of the Bank Merger. NBT has no reason to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) believe that (i); ) any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of any condition or requirement that could reasonably be expected by NBT to result in a Material Adverse Effect on NBT and its Subsidiaries, taken as a whole, or that (ii) take all appropriate actions any public body or authority having jurisdiction over affairs of NBT, the consent or approval of which is not required or to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such which a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informedfiling is not required, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will object to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval completion of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed transactions contemplated by ANATELthis Agreement. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. Seller will, and will take all actions necessary to cause the Company to, use commercially reasonable efforts, and will cooperate with Buyer, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties, including any Governmental Authority, as shall be required in order to enable Seller and Buyer to effect the transactions contemplated on its part hereby. Seller shall keep Buyer apprised of its efforts to obtain such consents, approvals, authorizations, exemptions and waivers and the responses of such third parties to Seller’s requests to provide such consents, approvals, authorizations, exemptions and waivers, but only to the extent that the failure to secure any such particular consents, approvals, authorizations, exemptions and waivers would, individually or in the aggregate, materially affect the Company (including its results of operations or financial condition), or the ability of either Party to perform its obligations under this Agreement in accordance with the terms hereof. To the extent that any third-party consent set forth in Schedule 3.3, Schedule 3.7 or Schedule 3.10 cannot be obtained (excluding for these purposes any consent, order, approval or waiver of any Governmental Authority), then at the request of Buyer, Seller shall use commercially reasonable efforts to enter into other arrangements which result in the Company being in the same economic position as though the consent had been obtained. To the extent required by the Hart-Scott Rodino Act (the “HSR Act”) and/or the APSC, Seller will: (a) In furtherance File or cause to be filed, as promptly as practicable but in no event later than thirty (30) days after the execution and not in limitation delive▇▇ ▇f ▇▇▇▇ ▇▇▇▇▇▇ent, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by Seller under the covenants contained in Section 5.1.HSR Act concerning the transactions contemplated hereby; (b) Promptly comply with, or cause to be complied with, any requests by the Federal Trade Commission, the Purchaser shall:United States Department of Justice or any other Governmental Authority in respect of such filings or transactions, for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as promptly as practicable after the execution and delivery of this Agreement; and (ic) furnishCooperate with Buyer in causing to be filed, as promptly as practicable after the execution and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereofdelivery of this Agreement, all applications, notices, petitions reports and other documentation necessary or advisable documents required to obtain be filed jointly by the Consents as soon as reasonably practicable, in connection Parties with the Amazônia Transaction APSC concerning the transactions contemplated hereby (collectively, the “Joint Filings”), which applications, reports and other documents (together with the Seller Filings) shall be in form and substance reasonably satisfactory to Seller in its sole good faith and reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement or otherwise, all applications, reports and other documents submitted or to be submitted by Seller or the Company to the APSC with respect to compliance with Telecommunication Rulesthe transactions contemplated by this Agreement (collectively, including the Consent by ANATEL, which “Seller Filings”) shall be prepared submitted together with and filed as part of the applications, reports and other documents submitted or to be submitted by Buyer to the APSC with ANATEL substantially in respect to the form attached hereto as Schedule 5.3.(a) transactions contemplated by this Agreement (icollectively, the “Buyer Filings”); (ii) take , it being the intention of the Parties that all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received Filings and such Buyer Filings shall be filed jointly by the Purchaser fromParties unless Buyer otherwise agrees in writing. In addition, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by TelpartLaw, Seller will (i) promptly provide Buyer with copies of all correspondence between it and any of its Subsidiaries (or its or their representatives) and the APSC relating to the transactions contemplated by this Agreement, (ii) consult and cooperate with Buyer, and take into account the comments of Buyer in connection with any such Seller Filings (including correspondence); and , (iii) promptly furnish Buyer with copies of any notice or other communication received by it or its Subsidiaries from the APSC or any of its representatives with respect to the transactions contemplated by this Agreement and (iv) inform Buyer, to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller reasonably in advance of any meeting communication, meeting, or conference withother contact of which Seller or the Company has received notice, or which Seller or the Company proposes or intends to make, with respect to any Governmental Authority such filings or correspondence, including the subject matter, contents, intended agenda, and other aspects of any of the foregoing and to use reasonable best efforts to ensure that all telephone calls and meetings with the APSC regarding the transactions contemplated by this Agreement will include representatives of both Seller and Buyer; provided, however, that nothing contained in the foregoing will apply to or restrict communications or other actions by Seller with or with regard to the APSC in connection with the Amazônia Transaction, and to Company or the operations of the Company in its ordinary course of business. To the extent permitted by such Governmental AuthorityLaw, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval shall otherwise keep Buyer apprised of the Amazônia Transaction, as per status of matters concerning the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect APSC relating to the Amazônia Transaction under any Laws or transactions contemplated by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionthis Agreement.

Consents. (a) In furtherance Except as may be required under the HSR Act and not except as -------- set forth on Schedule 2.31, no consents, approvals or authorizations of, or ------------- filings with, any Governmental Authority or any other person or entity are required in limitation connection with the execution and delivery of this Agreement by RHCI and the performance of the covenants contained transactions contemplated hereby to be performed by it. C. Agreement by the Purchaser Regarding No Other Representations or ---------------------------------------------------------------- Warranties by the Seller. The Purchaser agrees that except for the ------------------------ representations and warranties (including the Schedules with respect thereto) made by the Seller and RHCI and expressly set forth in Section 5.1.Sections II(A) and (B) of this Agreement, neither the Seller, RHCI nor any Affiliate, agent or representative of the Seller or RHCI has made or shall be construed as having made to the Purchaser or to any representative or Affiliate of the Purchaser, and neither the Purchaser nor any Affiliate, agent or representative of the Purchaser has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Seller or RHCI in Sections II(A) and (B) hereof, the Purchaser shallagrees that neither the Seller, RHCI nor any Affiliate, agent or representative of the Seller or RHCI makes or has made any representation or warranty to the Purchaser or to any Affiliate or representative of the Purchaser with respect to: (i) furnishany projections, and cause its Affiliates to furnish, estimates or budgets relating to the Seller all information concerning Group Members otherwise heretofore or hereafter delivered to or made available to the Purchaser and or its counsel, accountants, advisors, lenders, representatives or Affiliates reasonably required to prepare and file with Governmental Authorities and other Personsof future revenues, no later than eight expenses or expenditures, future results of operations (8) Business Days following or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the date hereofGroup or any Group Member or the future business, all applications, notices, petitions and other documentation necessary operations or advisable to obtain affairs of the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction Group or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i);any Group Member; and (ii) take all appropriate actions any other information, statement or documents heretofore or hereafter delivered to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner or made available to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromor its counsel, accountants, advisors, lenders, representatives or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted Affiliates with respect to the Amazônia Transaction under Group or any Laws Group Member or by any Governmental Authorities the business, operations or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each affairs of the Purchaser and the Seller shall use its reasonable best efforts to resolve Group or any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateGroup Member, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking except to the extent and as expressly covered by a representation and warranty (aincluding the Schedules with respect thereto) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing contained in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied Sections II(A) and (bB) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionhereof.

Consents. Except for (a) In furtherance and not in limitation the receipt of the covenants Regulatory Approvals and compliance with any conditions contained in Section 5.1.therein, (b) compliance with applicable requirements of the Securities Act, the Purchaser shall: Exchange Act and state securities or “blue sky” laws, (c) the filing of the certificate of merger with the Secretary of State of the Commonwealth of Kentucky and the articles of merger with the Maryland Department of Assessments and Taxation, as required, (d) the filing with the SEC of (i) furnishthe Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and cause its Affiliates 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) notification of the listing of P▇▇▇▇ Common Stock to furnishbe issued in the Merger on the NASDAQ Capital Market and (f) the Town Square Financial Shareholder Approval, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity or Bank Regulator are necessary, and, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsKnowledge of P▇▇▇▇ Bankshares, no later than eight (8) Business Days following the date hereofconsents, all applicationswaivers or approvals of, noticesor filings or registrations with, petitions and any other documentation necessary or advisable to obtain the Consents as soon as reasonably practicablethird parties are necessary, in connection with (x) the Amazônia Transaction or with respect to compliance with Telecommunication Rulesexecution and delivery of this Agreement by P▇▇▇▇ Bankshares, including P▇▇▇▇ Merger Subsidiary, and Home Federal, the Consent completion by ANATEL, which shall be prepared and filed with ANATEL substantially in P▇▇▇▇ Merger Subsidiary of the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent Merger and the ANATEL Consent for performance by P▇▇▇▇ Merger Subsidiary of its hereunder or (y) the Amazônia Transaction in such a manner to assure that the SPA Closing execution and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval delivery of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk agreement and any and all consequences plan of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted merger with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging Company Merger and the Amazônia Transaction as violative completion of any Laws, the Company Merger (z) the execution and delivery of the agreement and plan of merger with respect to the Bank Merger and the completion of the Bank Merger. P▇▇▇▇ Bankshares has no reason to believe that (i) each any Regulatory Approvals or other required consents or approvals will not be received or will include the imposition of the Purchaser any condition (financial or otherwise) or requirement that could reasonably be expected by P▇▇▇▇ Bankshares to result in a Material Adverse Effect on P▇▇▇▇ Bankshares and the Seller shall use its reasonable best efforts to resolve any such objections Home Federal, taken as a whole, or Legal Proceedings so Town Square Financial and Town Square Bank, taken as to permit consummation of the Amazônia Transaction by the Amazônia Closing Datea whole, and or that (ii) any public body or authority having jurisdiction over the Purchaser affairs of P▇▇▇▇ Bankshares and its Affiliates shall take any action Home Federal, the consent or approval of which it is capable of taking not required or pursuant to the extent (a) necessary or required rules of which a filing is not required, will object to consummate the Amazônia Closing or completion of the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regiontransactions contemplated by this Agreement.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No Consent from, the Purchaser shall: (i) furnishor filing with or notification to, and cause its Affiliates to furnishany Governmental Entity, to the Seller all information concerning the Purchaser and its Affiliates reasonably is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia Transaction execution and delivery of this Agreement by the Company, the performance by the Company of its covenants hereunder or the consummation by the Company of the Transactions, except for: (a) the filing with respect to compliance with Telecommunication Rulesthe SEC and, including if applicable, the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) furnishing of (i); ) a proxy statement in preliminary and definitive form (iithe “Proxy Statement”) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (relating to the extent permitted by Telpart); and (iv) meeting of the Company Stockholders to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for consider the approval of the Amazônia TransactionMerger and the other Transactions contemplated by this Agreement (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and (ii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as per may be required in connection with this Agreement and the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. Transactions; (b) The Purchaser shall bear the risk filing of the Articles of Merger and any other required filings with, and all consequences of any nature whatsoever in case the Consent of ANATEL acceptance for record by, the Amazônia Transaction and/or Maryland Department pursuant to the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. MGCL; (c) In furtherance filings as may be required under the rules and not in limitation regulations of the covenants contained NYSE; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; (e) any such Consent or filing the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in Sections 5.1the aggregate, 5.3(aa Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date; (f) filings or notifications under any applicable requirements of the HSR Act and any other applicable Competition/Foreign Investment Laws; and (b), if any objections are asserted g) the Consents with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionBusiness Permits.

Consents. (a) In furtherance and not Except as set forth in limitation Section 3.6 of the covenants contained in Section 5.1.Disclosure Schedule, no consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (each, a “Governmental Entity”) or any third party is required by, or with respect to, the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any Shareholder in connection with the Amazônia execution and delivery of this Agreement and any Transaction Agreement to which the Company or with respect to compliance with Telecommunication Rules, including any Shareholder is a party or the Consent by ANATEL, which shall be prepared consummation of the transactions contemplated hereby and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser fromthereby, or given by it for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing Date so as to preserve all rights of, and benefits to, any Governmental Authority regarding the Amazônia Transaction Company and its Subsidiaries, under such Contracts from and after the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicableClosing Date, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits except for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser such consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so filings as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, may be required under applicable securities laws and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings, which, if not obtained or made would, individually or in the Purchaser and aggregate, result in Losses of less than an aggregate of $25,000. Following the Closing Date, the Company will be permitted to exercise all of its Affiliates shall take rights under the Contracts without the payment of any action additional amounts or consideration other than ongoing obligations, fees, royalties or payments which it is capable of taking the Company would otherwise be required to satisfy, perform or pay pursuant to the extent terms of such Contracts had the transactions contemplated by this Agreement not occurred. Neither the Company nor any of its Subsidiaries are in violation or default of any Contract, except for such violations or defaults that would not result in Losses exceeding (ax) necessary $50,000 with respect to any individual contract or required to consummate the Amazônia Closing or the Alternative Amazônia Closing (y) $200,000 in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate.

Consents. No consent, approval, authorization, order, registration, notice, filing or qualification (“consents”) of, with or to [state] or any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government (“Governmental Authority”) of [state] is required for (a) In furtherance the offering, issuance and not in limitation sale of the covenants contained in Section 5.1.Units and the Notes by the Partnership, (b) the execution and delivery by the applicable StoneMor Entities of the Underwriting Agreement, the Purchaser shall: Contribution Documents, the Formation Documents, the Merger and Conversion Documents, the Trust Documents, the Omnibus Agreement, the Credit Agreement and the Note Purchase Agreement and the performance of their obligations thereunder, (c) consummation by the StoneMor Entities of the transactions contemplated by the agreements listed in (b) above (including the Transactions) and (d) the conveyance or transfer of the properties located in [state] purported to be conveyed or transferred by operation of law to the applicable [state] Entities pursuant to (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, Contribution Documents and (ii) the Purchaser Merger and its Affiliates shall take any action Conversion Documents except for such consents (A) required under state securities or “Blue Sky” laws, (B) that have been obtained, made or given, (C) which it is capable (1) are of taking a routine or administrative nature, (2) are not customarily obtained or made prior to the extent consummation of the transactions such as those contemplated by the Underwriting Agreement, the Contribution Documents, the Merger and Conversion Documents, the Trust Documents, the Omnibus Agreement, the Credit Agreement and the Note Purchase Agreement (a3) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing are expected, in the event that reasonable judgment of the Consent General Partner, to be obtained or made in the ordinary course of ANATEL for business subsequent to the Amazônia Transaction and/or consummation of the Brazilian Antitrust Authorities is denied Transactions; and (b4) does that, if not affect materially obtained, would not reasonably be expected to have Material Adverse Effect; or negatively (E) as otherwise provided for or disclosed in the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionProspectus.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.No consent, the Purchaser shall: (i) furnishapproval, and cause its Affiliates order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary Trust or advisable to obtain the Consents as soon as reasonably practicable, any Trust Subsidiary in connection with the Amazônia Transaction execution and delivery of this Agreement by Trust or the consummation by Trust of the transactions contemplated by this Agreement, except for (a) the filing by any person in connection with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period any of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (of a pre-merger notification and report form under the HSR Act, to the extent permitted by Telpart)applicable; and (ivb) to compliance with any applicable requirements of (i) the extent reasonably practicableSecurities Act and the rules and regulations promulgated thereunder, permit including, without limitation, the Seller to review in advance any communication to be given by it to, and consult filing with the Seller in advance SEC of any meeting a registration statement on Form S-4 (or conference with, any Governmental Authority other appropriate form) in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval registration of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue Trust Common Shares to be obliged issued in the Merger (as amended from time to consummate time, the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b"Registration Statement"), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser Exchange Act and the rules and regulations promulgated thereunder, including, without limitation, the filing with the SEC of the Joint Proxy Statement/Prospectus, (iii) the 1940 Act and the rules and regulations promulgated thereunder and (iv) the Investment Advisers Act and the rules and regulations promulgated thereunder; (c) the filing of Articles of Merger with the Secretary of State of the State of Florida and the Dallas County Clerk, Dallas, Texas; (d) compliance with any applicable requirements of the 1958 Act, the Small Business Investment Act and any other applicable requirements, rules, or regulations of the of the SBA; and (e) such other consents, approvals, orders, authorizations, registrations, declarations and filings (i) as are set forth on Schedule 6.5, (ii) as may be required under (A) federal, state or local environmental laws or (B) the "blue sky" laws of various states or (iii) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Trust from performing its Affiliates shall take obligations under this Agreement in any action which it is capable of taking to the extent (a) necessary material respect or required to consummate the Amazônia Closing have, individually or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Trust Material Adverse Effect.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably No Consent from any Governmental Entity is required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following be obtained or made by the date hereof, all applications, notices, petitions and other documentation necessary Company or advisable to obtain the Consents as soon as reasonably practicable, any of its Subsidiaries in connection with the Amazônia execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is party or the consummation by the Company of the Transactions, except for: (a) the filing of a premerger notification report by the Company under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of the applicable waiting period with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart)thereto; and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences filing with the SEC of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each a proxy statement in preliminary and definitive form (including any amendments or supplements, the “Company Proxy Statement”) relating to the special meeting of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation shareholders of the Amazônia Transaction by Company to be held for the Amazônia Closing Datepurposes of obtaining Company Stockholder Approval (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”), which Company Proxy Statement may form a part of the Registration Statement, and (ii) such reports under the Purchaser Securities Act, the Exchange Act and its Affiliates shall take the rules and regulations thereunder and under Canadian Securities Laws, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, filing the Articles of Merger with the VA SCC and the issuance of a certificate of merger by the VA SCC; (d) filings with the NASDAQ; (e) such filings and approvals as may be required by any action which it is capable of taking applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to the extent (a) necessary obtain or required make has not had and would not reasonably be expected to consummate the Amazônia Closing have, individually or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary Except for the approval of the Amazônia TransactionProposal by its stockholders and the filing of the Certificate of Amendment as contemplated in Section 7.10, as per the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable regulation, within a term that would be acceptable time periods. Subject to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation accuracy of the covenants contained representations and warranties of each Investor set forth in Sections 5.1Section 5 hereof, 5.3(a) and (b), if any objections are asserted with respect the Company has taken all action necessary to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, exempt (i) each the issuance and sale of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateSecurities, and (ii) the Purchaser issuance of the Conversion Shares upon the due conversion of the Notes, the issuance of the Interest Shares as provided in the Notes and the issuance of the Warrant Shares upon due exercise of the Warrants, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its Affiliates shall take assets and properties may be subject and any action which it provision of the Company’s Articles of Organization or Bylaws that is capable of taking or could reasonably be expected to become applicable to the extent (a) necessary Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or required to consummate voting of the Amazônia Closing Securities by the Investors or the Alternative Amazônia Closing in exercise of any right granted to the event that Investors pursuant to this Agreement or the Consent of ANATEL for the Amazônia other Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionDocuments.

Consents. (ai) In furtherance and not Subject to the conditions set forth in limitation of the covenants contained paragraph (b) below, any Lender may assign to one or more assignees (other than any Disqualified Lender, any Defaulting Lender or its Lender Parent or Subsidiaries, any natural person and, except as provided in Section 5.1.13.03(g) below, the Purchaser shallBorrower or any of its Subsidiaries) (the “Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) furnishthe Borrower; provided that no consent of Borrower shall be required (x) for an assignment to a Lender, and cause its Affiliates to furnishan Affiliate of a Lender or an Approved Fund, to (y) for an assignment by any Lender as of the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, I) Closing Date in connection with the Amazônia Transaction primary syndication of the Term Facilities or the Revolving Facility to Lenders selected by such Lenders in consultation with respect the Borrower and (II) 2021 Incremental Effective Date in connection with the primary syndication of the 2021 Incremental Term Loans to compliance Lenders selected by such Lenders in consultation with Telecommunication Rulesthe Borrower and (z) if a Default under Sections 8.01(a), including 8.01(e), or 8.01(f) has occurred and is continuing, for any other assignment; provided, further that the Consent by ANATEL, which Borrower shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions deemed to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in have consented to any such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including assignment unless it shall object thereto by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (written notice to the extent permitted by Telpart)Administrative Agent within five (5) Business Days after having received notice thereof; and (ivB) to the extent reasonably practicable, permit Administrative Agent; provided that no consent of the Seller to review in advance any communication to Administrative Agent shall be given by it to, and consult with the Seller in advance required for an assignment of any meeting Loan to a Lender, an Affiliate of a Lender or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences.an Approved Fund; and (vC) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to Revolving Loans and Revolving Loan Commitments, the Amazônia Transaction under Swing Line Bank and the Issuing Banks. The Administrative Agent, in its capacity as such, shall not be responsible or have any Laws liability for, or by have any Governmental Authorities duty to ascertain, inquire into, monitor or if enforce, compliance with the provisions hereof relating to Disqualified Lenders (or providing the list to the Lenders). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (1) be obligated to ascertain, monitor or inquire as to whether any Legal Proceeding Lender or Participant or prospective Lender or Participant is instituted a Disqualified Lender or threatened, challenging the Amazônia Transaction as violative (2) have any liability with respect to or arising out of any Lawsassignment or participation of Loans, (i) each or disclosure of the Purchaser and the Seller confidential information, to any Disqualified Lender. The Administrative Agent shall use its reasonable best efforts post or otherwise make available to resolve any such objections or Legal Proceedings so as to permit consummation Lenders a list of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionall Disqualified ▇▇▇▇▇▇▇.

Consents. (a) In furtherance and not in limitation Without limiting the generality of Section 5.03 hereof, each of the covenants contained in Section 5.1., parties hereto (other than the Purchaser shall: (iStockholders’ Representative) furnish, and cause its Affiliates shall use their commercially reasonable efforts to furnish, to the Seller obtain all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Consents of all Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation Persons as may be necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or consummation of the transactions contemplated by this Agreement prior to the Closing, including as necessary for the Surviving Corporation and the Surviving Entity to continue the business of the Company and its Subsidiaries in the ordinary course of business consistent with respect to the Company’s past practice and in compliance with Telecommunication Rules, including all applicable Laws following the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and consummation of the Amazônia Closing take place on an expedite manner Mergers. Notwithstanding the foregoing, and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (except to the extent permitted otherwise provided herein, none of Parent, Merger Sub, Merger Sub II, the Company, any of their respective Subsidiaries or any holder of the Company Shares shall have any obligation to agree to amend or modify any Contract, sell any asset, or to pay any consideration to any third Person (other than filing fees payable to Governmental Authorities or fees expressly required to be paid by Telpart); and the party hereto (ivor its Subsidiaries) that is party to such a Contract in the event of a notice or request for review, consideration or grant of a consent to an assignment, merger or other change of control or the occurrence of such an event) for the purpose of obtaining any such Consent. Each of the parties hereto (other than the Stockholders’ Representative) shall timely make or cause to be made all filings and submissions under Laws and regulations applicable to such party as may be required for the consummation of the transactions contemplated by this Agreement. Each of the parties hereto (other than the Stockholders’ Representative) shall timely make or cause to be made all filings and submissions under Laws and regulations applicable to such party as may be required for the consummation of the transactions contemplated by this Agreement, and shall be responsible for any related cost, fee or expense it incurs in connection therewith, except to the extent reasonably practicable, permit the Seller to review otherwise provided in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferencesSection 5.05. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance The Company or the Stockholders shall have made all -------- filings with and not in limitation notifications of the covenants contained in Section 5.1.governmental authorities, the Purchaser shall: (i) furnish, regulatory agencies and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably other entities required to prepare and file with Governmental Authorities and other Personsbe made by the Company, no later than eight (8) Business Days following its Subsidiaries or the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Stockholders in connection with the Amazônia Transaction execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the continued operation of the business of the Company and its Subsidiaries by Buyer subsequent to the Closing, except where the failure to make such filings would not, either individually or with respect in the aggregate, adversely affect the consummation of the transactions contemplated hereby or the Company and its Subsidiaries taken as a whole. The Company, the Stockholders and Buyer shall have received all authorizations, waivers, consents and permits, in form and substance reasonably satisfactory to compliance with Telecommunication RulesBuyer, including any and all notices, consents and waivers required by the Consent by ANATELterms of any securities that are convertible or exercisable into Common Stock, which shall be prepared from all third parties, including, without limitation, applicable governmental authorities, regulatory agencies, lessors, lenders and filed with ANATEL substantially in contract parties, required to permit the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain continuation of the ANATEL Consent business of the Company and each Subsidiary and the ANATEL Consent for consummation of the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including transactions contemplated by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transactionthis Agreement, and to the extent permitted by such Governmental Authorityavoid a breach, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL default, termination, acceleration or modification of any and all grants indenture, loan or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months credit agreement or any other period imposed by ANATEL. (b) The Purchaser shall bear material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award as a result of, or in connection with, the risk execution and any and all consequences performance of any nature whatsoever this Agreement, except where the failure to make such filings would not, either individually or in case the Consent of ANATEL for aggregate, adversely affect the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by transactions contemplated hereby or the Amazônia Closing Date, and (ii) the Purchaser Company and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionSubsidiaries taken as a whole.

Consents. The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with (a) In furtherance and not in limitation of the covenants contained in Section 5.1., the Purchaser shall: other than (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection filing with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, SEC of any communication received by the Purchaser from, Form D and one or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review more Registration Statements in advance any communication to be given by it to, and consult accordance with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval requirements of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and Registration Rights Agreement; (ii) the Purchaser filing of a Form 45-106F1 Report of Exempt Distribution with the applicable Canadian securities regulators and authorities pursuant to BC Instrument 72-503; (iii) the acceptance by the TSX of the offering of the Securities; (iv) other filings as may be required by state securities agencies and (v) as set forth in Schedule 3(e) of the Company Disclosure Letter), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof and other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date, subject to customary listing conditions of the TSX, (or in the case of the filings detailed above, will be made timely after the Closing Date), and the Company and its Affiliates shall take Subsidiaries are unaware of any action which it is capable facts or circumstances that might prevent the Company or any of taking its Subsidiaries from obtaining or effecting any of the consent, registration, application or filings pursuant to the extent (a) necessary preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or required circumstances that would reasonably lead to consummate delisting or suspension of the Amazônia Closing or the Alternative Amazônia Closing Common Shares in the event that foreseeable future, except as would not, individually or in the Consent aggregate, reasonably be expected to have a Material Adverse Effect. The issuance by the Company of ANATEL for the Amazônia Transaction and/or Securities shall not have the Brazilian Antitrust Authorities is denied and (b) does not affect materially effect of delisting or negatively suspending the businesses or activities of Purchaser and/or its Affiliates carried on outside Common Shares from the Amazônia regionPrincipal Market.

Consents. (a) In furtherance and not in limitation of No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any third party is required by, or with respect to, Parent or the covenants contained in Section 5.1., the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, Merger Subs in connection with the Amazônia Transaction execution and delivery of this Agreement and any Related Agreements to which Parent or the Merger Subs is a party or the consummation of the transactions contemplated hereby and thereby, except for (a) the filing of the Certificates of Mergers with respect to compliance the Secretary of State of the State of Delaware, (b) the filing of the Notification and Report Forms with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent FTC and the ANATEL Consent for Antitrust Division of the Amazônia Transaction in such a manner to assure that DOJ required by the SPA Closing HSR Act and the Amazônia Closing take place on an expedite manner expiration or termination of the applicable waiting period under the HSR Act and within the shortest period of time; (iii) keep the Seller reasonably informedsuch consents, including by providing the Seller with a copywaivers, of any communication received by the Purchaser fromapprovals, or given by it toorders, any Governmental Authority regarding the Amazônia Transaction authorizations, registrations, declarations and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that filings as may be necessary for required under U.S. or foreign Laws applicable to mergers or acquisitions, (c) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities Laws or the rules and regulations of the NASDAQ Stock Market (other than the approval of Parent’s stockholders, which is not required under Rule 5635(a) of the Amazônia TransactionNASDAQ Stock Market), as per (d) issuance of the applicable regulationCalifornia Permit and (e) such consents, within a term that waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would be acceptable not reasonably expected to ANATEL. Purchaser shall endeavor its best efforts be, individually or in the aggregate, material to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months Parent or any other period imposed by ANATEL. (b) The Purchaser shall bear materially adversely affect the risk ability of Parent and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged Merger Subs to consummate the Amazônia Closing or First Step Merger and the Alternative Amazônia Closing, as Second Step Merger within the case may be, notwithstanding time frame in which the conditions and/or obligations imposed thereto by ANATEL and/or First Step Merger and the Brazilian Antitrust Authorities. (c) In furtherance and not Second Step Merger would otherwise be consummated in limitation the absence of the covenants contained in Sections 5.1need for such consent, 5.3(a) and (b)approval, if any objections are asserted with respect to the Amazônia Transaction under any Laws order, authorization, registration, declaration or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionfiling.

Consents. All consents, approvals and waivers (a) In furtherance and not referred to in limitation of the covenants contained in Section 5.1., the Purchaser shall: clauses (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions of Section 4.11, (b) referred to obtain the ANATEL Consent on Schedule 4.10, (c) under reinsurance and the ANATEL Consent retrocession agreements for the Amazônia Transaction accident year in such a manner to assure that which the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term occurs that would be acceptable terminable as a result of consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (d) under all other reinsurance and retrocession agreements that would be terminable as a result of consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (e) under the reinsurance treaties described in Ex. 1 (part A) of Schedule 4.25 shall have been obtained in form and substance satisfactory to ANATEL. Purchaser Buyer, acting reasonably, and shall endeavor its best efforts to return said grantsbe in full force and effect, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever except, in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may beof consents, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance approvals and not waivers referred to in limitation of the covenants contained in Sections 5.1, 5.3(a) and clauses (b), if (c) and (d), consents, approvals or waivers the failure of which to obtain would not, individually or in the aggregate, result in a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, provided, however, that in the case of clauses (a), (b), (c), (d) and (e), no such consent, approval or waiver shall contain any objections are asserted limitations, requirements or conditions on Holdings, Buyer, the Company or a Subsidiary or require Holdings, Buyer, the Company or a Subsidiary to make any payment to any party including in the case of Holdings or Buyer, to the Company or, in the case of Holdings, Buyer or the Company, to any Subsidiary, provided further, that the approval of any intercompany tax agreements referred to in either Section 4.11(i) or (ii) for a period after Closing shall not be a condition to the obligations of Buyer and Holdings hereunder, and provided still further, that with respect to any intercompany tax agreement among the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding Company and the Subsidiaries for the period January 1, 1995 through Closing, the obligations of Buyer and Holdings hereunder shall be conditioned only on the approval of an agreement that is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each reasonably consistent with those provisions of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event Tax Agreement that the Consent of ANATEL provide for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied amount and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regiontime for payments attributable to Taxes.

Consents. (a) In furtherance and not in limitation Except for approval of the covenants contained Proposal by its stockholders as contemplated in Section 5.1.7.9 and as set forth on Schedule 4.5, the Purchaser shall: execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) furnish, the issuance and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval sale of the Amazônia TransactionSecurities, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser issuance of the Conversion Shares upon the due conversion of the Shares, (iii) the issuance of the Warrant Shares upon due exercise of the Warrants, and (iv) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its Affiliates shall take assets and properties may be subject and any action which it provision of the Certificate of Incorporation or the Company’s Amended and Restated Bylaws, as amended and as in effect as of the closing date (the “Bylaws”), that is capable of taking or could reasonably be expected to become applicable to the extent (a) necessary Investors as a result of the transactions contemplated hereby, including, without limitation, the issuance of the Securities and the ownership, disposition or required to consummate voting of the Amazônia Closing Securities by the Investors or the Alternative Amazônia Closing in exercise of any right granted to the event that Investors pursuant to this Agreement or the Consent of ANATEL for the Amazônia other Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionDocuments.

Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any third party, including a party to any Contract to which Purchaser, Merger Sub and Purchaser Sub is a party or by which its assets are bound (a) In furtherance and so as not in limitation of the covenants contained in Section 5.1.to trigger any Conflict), the Purchaser shall: (i) furnish, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably is required to prepare and file with Governmental Authorities and other Personsbe made by Purchaser, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary Merger Sub or advisable to obtain the Consents as soon as reasonably practicable, Purchaser Sub in connection with the Amazônia Transaction execution and delivery of this Agreement and any Related Agreements to which Purchaser, Merger Sub and Purchaser Sub is a party or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval consummation of the Amazônia Transactiontransactions contemplated hereby and thereby, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, except for: (i) each the consents listed on Section 5.5 of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing DateDisclosure Letter (“Purchaser Consents”), and (ii) the Purchaser Stockholder Approval Items in accordance with the Purchaser Charter Documents and its Affiliates shall take other applicable requirements, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign, state or provincial securities (or related) Laws and the HSR Act and applicable foreign pre-acquisition notice statutes, (iv) the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any action which it is capable of taking foreign country with respect to the extent Share Issuance, and (avi) necessary such other consents, authorizations, filings, approvals and registrations which if not obtained or required made would not have a Material Adverse Effect on Purchaser, Merger Sub or Purchaser Sub or adversely affect the ability of Purchaser, Merger Sub or Purchaser Sub to consummate the Amazônia Closing or Acquisition within the Alternative Amazônia Closing time frame in which the Acquisition would otherwise be consummated in the event that absence of the Consent of ANATEL need for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially such consent, approval, order, authorization, registration, declaration or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionfilings.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.The Sellers, the Company and the Purchaser shall: shall cooperate with one another (i) furnishin determining whether any Consents are required, including Consents of any Governmental Authority or Contract counterparty and (ii) in taking such actions as may be required in connection therewith and seeking in a timely manner to obtain any such Consents. In addition, each of the Sellers and the Company shall use their respective reasonable commercial efforts to obtain each of the Required Consents. (b) In furtherance of, and cause its Affiliates to furnishwithout limiting, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsSection 7.3(a), no later than eight (8) Business Days as soon as practicable following the date hereof, all applicationsthe Company will, noticesor the Sellers on behalf of the Company will, petitions send a written notice in form and substance reasonably satisfactory to the Purchaser and will take such other documentation actions complying with, or as may be reasonably necessary under, Applicable Law, the Organizational Documents of the Funds or advisable the terms of the applicable Trading Advisory Contracts, to inform each Client of the transactions contemplated hereby and, only to the extent the Consent of such Client, or investors in such Fund, of its board or other governing body or advisory committee and/or of any other Persons is required to obtain any of the Required Consents, solicit such Person’s consent thereto in writing or pursuant to other effective means, and will promptly take such other action reasonably required to obtain the Required Consents and to approve the assignment and continuation, as soon as reasonably practicableappropriate, in connection with of the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including Fund’s Trading Advisory Contract after the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially Closing in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transactioncontemplated hereby, and to the extent permitted by approve such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that other matters as may be necessary for required so that, immediately following the approval of Closing, the Amazônia Transaction, as per Company and its Subsidaries may provide Investment Management Services and otherwise continue the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted business relationship with any condition and/or imposes any obligation such Client on the Purchasersame basis in all material respects as currently in effect between such Client, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust AuthoritiesWIC and WGFMC. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not Except as set forth in limitation Section 3.5 of the covenants contained in Section 5.1., the Purchaser shall: Company Disclosure Schedule and for (i) furnishthe filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Commissioner under the Puerto Rico Banking Law and the Puerto Rico Mortgage Institutions Act and the approval of such applications and notices, (ii) any notices or filings under the HSR Act and the expiration or termination of any applicable waiting periods thereunder, (iii) notice to and approval of the NASD, notice to and approval of the Commissioner under the Mortgage Institutions Act and notice to the Office of the Commissioner of Insurance of Puerto Rico, of the indirect change of control of certain of the Company’s Subsidiaries, (iv) filings required as a result of facts or circumstances solely attributable to the Company, its Subsidiaries, a direct or indirect change of control thereof or the operation of their businesses, and cause (v) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement or the Securityholders Agreement or to perform its Affiliates to furnish, to the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Personsobligations hereunder or thereunder, no later than eight (8) Business Days following consents or approvals of, or filings or registrations by, the date hereofPurchaser, all applications, notices, petitions and Parent or Doral GP Ltd. with any Governmental Entity or with any other documentation third party are necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with (A) the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared execution and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received delivery by the Purchaser from, of this Agreement or given the Securityholders Agreement and (B) the consummation by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval Purchaser of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATELtransactions contemplated hereby and thereby. (b) The As of the date of this Agreement, neither the Purchaser shall bear the risk and any and all consequences nor BSMM knows of any nature whatsoever in case reason why the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(isapprovals, authorizations, written confirmations and determinations required by Section 6.1(d) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to should not be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authoritiesobtained. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance and not in limitation of the covenants contained in Section 5.1.Each party hereto shall, the Purchaser shall: as promptly as possible, (i) furnishmake, or cause or be made, all filings and submissions required under any Law applicable to such party; (ii) use reasonable best efforts to respond to any inquiries by any Governmental Authority, including the Bankruptcy Court, regarding matters with respect to the transactions contemplated by this Agreement or any agreement or document contemplated hereby; (iii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any agreement or document contemplated hereby; and (iv) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities or other Person that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. The Selling Stockholders will use commercially reasonable efforts to cause the Approval Order to remain in full force and effect to the extent affecting the approval of the execution and performance of this Agreement and the consummation of the transactions contemplated herein. Each party shall cooperate fully with the other parties in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding the foregoing, nothing contained herein shall require Purchaser to commence, defend or participate in any litigation or other actions or proceedings (including any derivative lawsuits or other litigation challenging or seeking to enjoin, restrain or delay any of the transactions contemplated by this Agreement) or to pay, commit to pay or incur any costs, fees or expenses in connection with any such required consents or approvals (other than amounts that, in the aggregate, are immaterial). (b) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and cause its Affiliates to furnish, to proposals made by or on behalf of a party before any Governmental Authority or the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with staff or regulators of any Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicableAuthority, in connection with the Amazônia Transaction transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Selling Stockholders or Purchaser with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially Governmental Authorities in the form attached hereto as Schedule 5.3.(a) (iordinary course of business); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (will be disclosed to the extent permitted by Telpart); and (iv) to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller other party hereunder in advance of any meeting filing, submission or conference withattendance. The parties will consult and cooperate with the other parties, and consider in good faith the views of each other, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority in connection with or the Amazônia Transaction, and to the extent permitted by such staff or regulators of any Governmental Authority, give with such notice being sufficient to provide the Seller other party with the opportunity to attend and participate in such meetings and conferencesmeeting, discussion, appearance or contact. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia region.

Consents. (a) In furtherance Without limiting Section 6.1 hereof, upon the terms and not subject to the conditions set forth in limitation of this Agreement, AIG shall, and shall cause Sellers to, and Purchaser shall use their reasonable efforts to take, or cause to be taken, all appropriate actions that are, and to do, or cause to be done, and to assist and cooperate with the covenants contained other party hereto in Section 5.1.doing, all things that are or may become necessary or otherwise reasonably appropriate to consummate the Purchaser shall: transactions contemplated hereby and by the Transaction Documents, including, without limitation, as promptly as practicable (i) furnishobtaining any necessary consent, license, approval of, and cause its Affiliates to furnish, to the Seller all information concerning the Purchaser making any necessary filing with and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation giving any necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); (ii) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it notice to, any Governmental Authority regarding with competent jurisdiction over the Amazônia Transaction and the Transactions (transactions contemplated hereby which consent, license, approval or filing was not obtained or made prior to the extent permitted by Telpart); and Closing Date, (ii) obtaining the Required Consents, (iii) resolving any investigation or inquiry into the transactions contemplated hereby and (iv) unless otherwise instructed by AIG in writing, defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have vacated or reversed any stay or temporary restraining order entered by any Governmental Authority prohibiting or otherwise restraining the consummation of the transactions contemplated hereby. (b) Subject to the extent terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.3, each of AIG and the Purchaser agrees to take or cause to be taken the following actions: (i) the prompt provision to a Governmental Authority of non-privileged information, documents or testimony requested by such Governmental Authority or that are necessary, proper or advisable to give effect to the transactions contemplated by the Transaction Documents; (ii) the prompt use of its best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit giving effect to the transactions contemplated by the Transaction Documents; and (iii) the prompt use of its best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably practicableforeseeable to be entered or issued, in any proceeding or inquiry of any kind that would make giving effect to the transactions contemplated by the Transaction Documents in accordance with the terms of the Transaction Documents unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit giving effect to the transactions contemplated by the Transaction Documents, any and all steps (including the appeal thereof, the posting of a bond or, in the case of the Purchaser, the taking of the steps contemplated by clause (ii) of this paragraph) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such giving effect to on a schedule as close as possible to that contemplated by the Transaction Documents. (c) Subject to applicable Laws relating to the sharing of information, and subject to Section 5.2 hereof, each of AIG and the Purchaser shall promptly notify one another of any communication it receives from any Governmental Authority and permit the Seller other party to review in advance any proposed communication by such party to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. (d) AIG and the Purchaser shall use their reasonable efforts to obtain any other consents and approvals and make any other notifications that may be required in connection with the Amazônia Transactiontransactions contemplated by the Transaction Documents; provided, and however, that none of AIG or the Sellers shall be required to the extent permitted by such Governmental Authoritycompensate any third party, give the Seller the opportunity to attend and commence or participate in such meetings and conferences. litigation or offer or grant any accommodation (vfinancial or otherwise) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable third party to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve obtain any such objections consent or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) the Purchaser and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or required to consummate the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionapproval.

Consents. No Company is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (aother than (v) In furtherance and not the filing with the SEC of a Form D or one or more Registration Statements in limitation accordance with the requirements of the covenants contained in Section 5.1.Registration Rights Agreement, (w) filings with "Blue Sky" authorities as required thereby, (x) filings required by the Purchaser shall: Security Documents, (y) consents under the "right of first refusal" provisions of warrants disclosed on Schedule 3(r) which would not have a Material Adverse Effect, and (z) as set forth on Schedule 3(e)). Except for (i) furnish, and cause its Affiliates to furnish, to outstanding comments from the Seller all information concerning the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other Persons, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, in connection with the Amazônia Transaction or SEC with respect to compliance with Telecommunication RulesParent's Form 10-K for the fiscal year ended December 31, including 2006 and Forms 10-Q for the Consent by ANATELquarters ended June 30, 2007 and September 30, 2007 to which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) (i); Company is currently responding, (ii) take all appropriate actions the pending declaration of effectiveness of a post-effective amendment to obtain an existing registration statement that will not be declared effective until the ANATEL Consent Company clears the aforesaid SEC comments, and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep consents under the Seller reasonably informed"right of first refusal" provisions of warrants disclosed on Schedule 3(r) which would not have a Material Adverse Effect, including by providing no consents, authorizations, orders, filings and registrations which the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (Companies are required to obtain pursuant to the extent permitted by Telpart); and (iv) preceding sentence have not been obtained or effected on or prior to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser and the Seller shall use its reasonable best efforts to resolve any such objections or Legal Proceedings so as to permit consummation of the Amazônia Transaction by the Amazônia Closing Date, and (ii) each Company is unaware of any facts or circumstances which might prevent any of the Purchaser and its Affiliates shall take Companies from obtaining or effecting any action which it is capable of taking the registration, application or filings pursuant to the extent preceding sentence. Parent is not in violation of the listing requirements of the OTC Bulletin Board (athe "Principal Market") necessary and has no knowledge of any facts which would reasonably lead to delisting or required to consummate suspension of the Amazônia Closing or the Alternative Amazônia Closing Common Stock in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and (b) does not affect materially or negatively the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionforeseeable future.

Consents. (a) In furtherance and not in limitation No Consent from any Governmental Entity is required to be obtained or made by the Company, any of its Subsidiaries, any of the covenants contained Persons set forth in Section 5.1., 4.1(c) of the Purchaser shall: (i) furnish, and cause its Affiliates to furnishCompany Disclosure Letter or, to the Seller all information concerning knowledge of the Purchaser and its Affiliates reasonably required to prepare and file with Governmental Authorities and other PersonsCompany, no later than eight (8) Business Days following the date hereof, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents as soon as reasonably practicable, G▇▇▇▇▇▇ in connection with the Amazônia Transaction execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing with respect to compliance with Telecommunication Rules, including the Consent by ANATEL, which shall be prepared and filed with ANATEL substantially in the form attached hereto as Schedule 5.3.(a) SEC of (i); ) a proxy statement in preliminary and definitive form (iiincluding any amendments or supplements, the “Proxy Statement”) take all appropriate actions to obtain the ANATEL Consent and the ANATEL Consent for the Amazônia Transaction in such a manner to assure that the SPA Closing and the Amazônia Closing take place on an expedite manner and within the shortest period of time; (iii) keep the Seller reasonably informed, including by providing the Seller with a copy, of any communication received by the Purchaser from, or given by it to, any Governmental Authority regarding the Amazônia Transaction and the Transactions (relating to the extent permitted by Telpart); and (iv) meeting of the holders of Company Common Stock to the extent reasonably practicable, permit the Seller to review in advance any communication to be given by it to, and consult with the Seller in advance of any meeting or conference with, any Governmental Authority in connection with the Amazônia Transaction, and to the extent permitted by such Governmental Authority, give the Seller the opportunity to attend and participate in such meetings and conferences. (v) return to ANATEL any and all grants or permits for the rendering of services and/or radio frequencies that may be necessary for consider the approval of the Amazônia Transaction, as per the applicable regulation, within a term that would be acceptable to ANATEL. Purchaser shall endeavor its best efforts to return said grants, permits and/or radiofrequencies to ANATEL within six (6) months or any other period imposed by ANATEL. (b) The Purchaser shall bear the risk and any and all consequences of any nature whatsoever in case the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities are(is) granted with any condition and/or imposes any obligation on the Purchaser, regardless of its nature. Therefore, Purchaser shall continue to be obliged to consummate the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, notwithstanding the conditions and/or obligations imposed thereto by ANATEL and/or the Brazilian Antitrust Authorities. (c) In furtherance and not in limitation of the covenants contained in Sections 5.1, 5.3(a) and (b), if any objections are asserted with respect to the Amazônia Transaction under any Laws or by any Governmental Authorities or if any Legal Proceeding is instituted or threatened, challenging the Amazônia Transaction as violative of any Laws, (i) each of the Purchaser Merger and the Seller shall use its reasonable best efforts to resolve other Transactions (including any such objections postponement, adjournment or Legal Proceedings so as to permit consummation of recess thereof, the Amazônia Transaction by the Amazônia Closing Date, “Company Shareholders Meeting”) and (ii) such reports under the Purchaser Exchange Act and its Affiliates shall take any action which it is capable of taking to the extent (a) necessary or Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required to consummate in connection with this Agreement and the Amazônia Closing or the Alternative Amazônia Closing in the event that the Consent of ANATEL for the Amazônia Transaction and/or the Brazilian Antitrust Authorities is denied and Transactions; (b) does the filing of the Articles of Merger and any other required filings with, and the acceptance for record by, the Maryland Department pursuant to the MGCL and the MLLC Act; (c) such filings as may be required under the rules and regulations of NYSE; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; (e) such filings and approvals as may be required by New York Banking Law regarding the change in control of a New York Mortgage Loan Servicer registrant; and (f) any such Consent that the failure to obtain or make would not affect materially reasonably be expected to have, individually or negatively in the businesses or activities of Purchaser and/or its Affiliates carried on outside the Amazônia regionaggregate, a Company Material Adverse Effect.