Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and Warrants, (ii) the provisions of the Approval OrderOrder and (iii) Article IX hereof), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority, and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Operative Documents and the Pass Through Trust Agreement, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer, the Guarantor, the Owner Participant, the Owner Trust, the Indenture Trustee or the Pass Through Trustee of the New Warrants, (2) the issuance, sale Pass Through Trust Agreement and delivery of Shares, (3) the issuance and delivery each of the WarrantsOperative Documents to which it is a party, (4) or the issuancelegality, sale and delivery validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the GGO Sharestype referred to in Section 5.12, shall have been duly taken, given or obtained, as the case may be, shall be in full force and effect on the Closing Date, shall not be subject to any pending proceedings or appeals (5administrative, judicial or otherwise) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and shall be adequate to authorize the consummation of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel or which is otherwise required in connection with the transactions contemplated by the Bankruptcy Court Pass Through Trust Agreement, the Underwriting Agreement and the Operative Documents which have been applied for but which cannot be obtained, or which are not normally applied for or taken, given or obtained, prior to the Bankruptcy CodeClosing Date, and which shall be contained in the entry of normal course would be granted; provided that the relevant Court Orderfailure to obtain such -------- Governmental Actions, and the expiration, consents or waiver approvals by the Bankruptcy Court, Closing Date would not materially adversely affect the ability of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ix) the issuance of Charterer to perform its obligations under this Agreement, the Warrants and Pass Through Trust Agreement or any other Operative Document to which it is or will be a party or (iiy) the provisions of Guarantor to perform its obligations under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectGuarantee.

Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each of Parent and GFI will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary and appropriate to consummate the Transactions. In furtherance and not in limitation of the foregoing, each of Parent and GFI shall (i) make or cause to be made the filings required of such party under the Foreign Competition Laws (including those set forth in Section 3.4(b)(i) of the Parent Disclosure Letter) with respect to the Transactions as promptly as practicable after the date of this Agreement; (ii) take all actions to obtain and make the Regulatory Approvals set forth in Section 3.4(b)(ii) of the Parent Disclosure Letter as promptly as practicable after the date of this Agreement; (iii) comply at the earliest practicable date with any request under any Governmental Entity (including under any Foreign Competition Laws) in respect of such filings or such Transaction; and (iv) act in good faith and reasonably cooperate with the other Party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such Transaction. To the extent not prohibited by applicable Law, the Parties shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions. Each Party shall give each other reasonable prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such Transaction. No consentParty shall independently participate in any meeting, approvalor engage in any substantive conversation, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of any such filings, investigation or other inquiry without giving the issuance other Parties prior notice of the Warrants)meeting or conversation and, unless prohibited by such any Governmental Entity, the applicable requirements opportunity to attend or participate. The Parties contemplate that as a general matter both Parent and GFI shall be represented at in-person meetings with any Governmental Entity. The Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Exchange Act and the rules and regulations promulgated thereunderHSR Act, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such Foreign Competition Laws or other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectAntitrust Laws.

Consents and Approvals. (a) No consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Pass Through Trust Agreement and the Operative Documents, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer and/or the Guarantor of the New WarrantsGuarantee, (2) the issuancePass Through Trust Agreement, sale the Pass Through Trust Supplement and delivery the Operative Documents to which either of Sharesthem is a party, (3) or the issuance and delivery legality, validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the Warrantstypes referred to in Section 6.7, have been duly taken, given or obtained, as the case may be, are in full force and effect on the Closing Date, are not subject to any pending proceedings or appeals (4administrative, judicial or otherwise) and are adequate to authorize the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery consummation by the Company of this Agreement Charterer or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Guarantor of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by each of the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as is may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel Interest or which are otherwise required in connection with the transactions contemplated by the Bankruptcy Court or the Bankruptcy CodeOperative Documents, which shall have been applied for but which cannot be contained obtained, or which are not normally applied for or taken, given or obtained, prior to the Closing Date, and which in the entry normal course would be granted, provided that the failure to obtain such Governmental -------- Actions, consents and approvals by the Closing Date would not materially adversely affect the ability of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect Charterer to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)perform its obligations under this Agreement, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such Pass Through Trust Agreement or any other consents, approvals, authorizations, orders, registrations Operative Document to which it is or qualifications that, if not obtained, made or given, would not reasonably will be expected, individually or in the aggregate, to have a Material Adverse Effectparty.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (iii) for filings under state securities or "blue sky" laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and expiration or termination of the waiting period under, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the New York Stock ExchangeCertificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting's Federal Communications Commission ("FCC") Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court BCA Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Units by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Units pursuant to the exercise of the Subscription Rights, the issuance of Common Units as payment of the Commitment Premium or the issuance of 4(a)(2) Backstop Commitment Units pursuant to the 4(a)(2) Backstop Commitment Investment, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance filing of a ---------------------- notification and delivery report form under the HSR Act or any other Regulatory Law and the termination or expiration of the New Warrantswaiting period under the HSR Act and any such other Regulatory Law and any other applicable anti-trust or competition approvals, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by filing with the Company SEC of this Agreement or a joint proxy statement/prospectus relating to the Plan and performance of and compliance by matters to be submitted to Globespan's stockholders at the Company with all of the provisions hereof and thereof Globespan Stockholders Meeting and the consummation of matters to be submitted to Virata's stockholders at the transactions contemplated herein and therein, except Virata Stockholders Meeting (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderjoint proxy statement/prospectus, and any amendments or supplements thereto, the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e"Joint ----- Proxy Statement/Prospectus") following entry of the Confirmation Order, as applicable (except and a registration statement on Form S-4 with -------------------------- respect to (i) the issuance of Globespan Common Stock in the Warrants Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"), (iii) the filing of -------- the Certificate of Merger, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of NASDAQ, (v) 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 shares of Globespan Common Stock pursuant to this Agreement (the consents, approvals, filings and registration required under or in relation to clauses (ii) the provisions of the Approval Orderthough (v) above, "Necessary Consents"), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cvi) such other consents, approvals, authorizations, orders, ------------------ filings and registrations the failure of which to obtain or qualifications that, if not obtained, made or given, make would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse EffectEffect on Virata, no consents or approvals of or filings or registrations with any supranational or national, state, municipal or local government, foreign or domestic, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity") are necessary in connection with (A) the execution and ------------------- delivery by Virata of this Agreement and (B) the consummation by Virata of the transactions contemplated by this Agreement.

Consents and Approvals. (a) No consentOn the Closing Date, approvalall Governmental ---------------------- Actions which are required to have been taken, authorizationgiven, orderobtained, registration filed or qualification of recorded, as the case may be, on or prior to the Closing Date by, from or with any Governmental Entity having jurisdiction over Authority, and all other consents, filings or approvals which are required to have been taken, given, obtained, filed or recorded, as the Company case may be, on or prior to the Closing Date by, from or with any of its Subsidiaries other Person, in connection with the transactions contemplated by the Operative Documents and the Pass Through Trust Agreement, or any of their respective properties is required for (i) (1) to authorize the issuance execution, delivery and delivery performance by the Charterer, the Guarantor, the Owner Participant, the Owner Trustee, the Indenture Trustee or the Pass Through Trustee of the New Warrants, (2) the issuance, sale Pass Through Trust Agreement and delivery of Shares, (3) the issuance and delivery each of the WarrantsOperative Documents to which it is a party, (4) or the issuancelegality, sale and delivery validity, binding effect or enforceability thereof as against the Charterer or the Guarantor, other than those constituting filings, recordings or other actions of the GGO Sharestype referred to in Section 4.12, shall have been duly taken, given or obtained, as the case may be, shall be in full force and effect on the Closing Date, shall not be subject to any pending proceedings or appeals (5administrative, judicial or otherwise) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and shall be adequate to authorize the consummation of the transactions contemplated herein by the Pass Through Trust Agreement, the Underwriting Agreement and thereinthe Operative Documents and the performance by the Charterer and the Guarantor of its obligations under such thereof to which it is a party, except (A) such authorization as may be required to be taken, obtained, given, accomplished or renewed from time to time in connection with the maintenance or operation of the Vessel or which is otherwise required in connection with the transactions contemplated by the Bankruptcy Court Pass Through Trust Agreement, the Underwriting Agreement and the Operative Documents which have been applied for but which cannot be obtained, or which are not normally applied for or taken, given or obtained, prior to the Bankruptcy CodeClosing Date, and which shall be contained in the entry of normal course would be granted; provided that the relevant Court Orderfailure to obtain such -------- Governmental Actions, and the expiration, consents or waiver approvals by the Bankruptcy Court, Closing Date would not materially adversely affect the ability of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ix) the issuance of Charterer to perform its obligations under this Agreement, the Warrants and Pass Through Trust Agreement or any other Operative Document to which it is or will be a party or (iiy) the provisions of Guarantor to perform its obligations under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectGuarantee.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the New York Stock Exchange, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Discover Disclosure Schedule or Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (g) the filing of the Certificates of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of Certificates of Designation for the New Capital One Preferred Stock with the Delaware Secretary and (h) 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 Capital One Common Stock and New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Capital One Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Capital One and Merger Sub of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Capital One and Merger Sub of the Approval Order)Mergers, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunderas applicable, and the rules other transactions contemplated hereby (including the Bank Merger). As of the New York Stock Exchangedate hereof, Capital One is not aware of any reason why the necessary regulatory approvals and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if consents will not obtained, made or given, would not reasonably be expected, individually or received in order to permit consummation of the aggregate, to have Mergers and Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties Property (each an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries, of this Agreement or and each other Definitive Document, the Plan and performance of and compliance by the Company and, to the extent relevant, its Subsidiaries, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Disclosure Statement Order, and (b) the expirationentry of an order approving the Rights Offering Procedures, or waiver by (c) the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (id) the issuance entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Warrants and (ii) the provisions of the Approval Order)Chapter 11 Cases from time to time, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights and the issuance of the Rights Offering Shares pursuant to the exercise, if any, of the Subscription Rights, and (f) (1) filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable filing, notification, authorization, approval, consent, clearance, waiting period or waiver under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, and (2) any other governmental notifications, filings, consents, waivers, waiting periods and approvals, if any, required for the consummation of the transactions contemplated by this Agreement, the RSA and the Plan, which, in each case in respect of clauses (1) and (2) of this Section 4.3(f), if not made or obtained, made or given, would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Company or the Commitment Parties’ performance of their obligations under this Agreement or any other Definitive Document to which the Company or the Commitment Parties are a party, as reasonably determined and agreed by the Company and the Requisite Commitment Parties upon advice of counsel within fifteen (15) Business Days of the date of this Agreement, and which have been discussed between Akin Gump and counsel to the Company prior to the date of this Agreement ((1) and (2) collectively, the “Reasonable Approvals”), and (h) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the Federal Reserve Board under the BHC Act and approval of such applications, registration filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or qualification notices with any state banking authorities listed on Section 3.4 of the TCBI Disclosure Schedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by IBTX with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Certificates of Merger with the Texas Secretary pursuant to the TBOC and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Statement of Designations for the New IBTX Preferred Stock with the Texas Secretary and (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 IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such IBTX Common Stock and New IBTX Preferred Stock on the NASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company IBTX of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by IBTX of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, . IBTX is not aware of any reason why the necessary regulatory approvals and compliance with (other than shareholder approval requirements in respect consents will not be received by IBTX to permit consummation of the issuance of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consentNeither the execution and delivery of this Agreement, approvalthe Plans of Merger or any of the other Transaction Documents, authorizationnor the consummation of the transactions contemplated hereby or thereby, order, registration or qualification nor compliance by any of or the parties to such agreements with any Governmental Entity having jurisdiction over of the Company terms or provisions hereof or thereof will require Montage or any of its Subsidiaries Affiliates to make, deliver or obtain any of their respective properties is required for (i) (1) the issuance and delivery notice or Permit with, to or from any Governmental Entity prior to or as of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Second Merger Effective Time in connection with the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all any of the provisions hereof and thereof Transaction Documents and the consummation of the transactions contemplated herein hereby and thereinthereby, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to for (i) the filing of (A) the Montage Charter Amendment with, and the issuance of the Warrants and (ii) certificate of amendment or restatement by, the provisions of the Approval Order)VSCC, (B) filings required underthe Virginia Plan of Merger and Articles of First Merger with, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)certificate of merger by, the applicable requirements VSCC, and (C) the Iowa Plan of Merger and Articles of Second Merger with, and the issuance of the Exchange certificate of merger by, the ISS, (ii) any notices or filings under the HSR Act, (iii) the filing of the FCC Applications and obtaining the FCC Consent, together with any reports, or informational filings required in connection therewith under the Communications Act and the rules and regulations promulgated thereunderFCC Rules, (iv) any filings under the Securities Act and the rules Exchange Act, including the Joint Proxy Statement/Prospectus and regulations promulgated thereunderForm S-4, and or pursuant to the rules of the New York Stock ExchangeNYSE, and (Cv) any such other consentsnotice or Permit the failure of which to make, approvals, authorizations, orders, registrations deliver or qualifications that, if not obtained, made or given, obtain would not be reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse EffectEffect on Montage and would not be reasonably likely to prevent or materially delay the consummation by Montage of the Mergers.

Consents and Approvals. (a) No consent, approvalwaiver, authorizationauthorization or approval of any Governmental Entity, order, and no declaration or notice to or filing or registration or qualification of or with any Governmental Entity having jurisdiction over Entity, is necessary or required in connection with the Company execution and delivery of this Agreement by Parent or any of the performance by Parent or its Subsidiaries or any of their respective properties is required for obligations hereunder, except for: (i) (1) the issuance and delivery filing of the New Warrants, (2) Certificate of Merger with the issuance, sale and delivery Secretary of Shares, (3) State in accordance with the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and DGCL; (ii) the execution filing of the Subsequent Certificate of Merger with the Secretary of State in accordance with the DGCL and delivery by the Company DLLCA; (iii) the filing of a Notification and Report Form under the HSR Act (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement or (including the Plan and performance of and compliance financing thereof) jointly by the Company parties with all the FCC and State Regulators for approval of the provisions hereof transfer of control of the Company, and thereof receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721; (vi) the amendment or termination of the 2011 NSA by Parent or negotiation of new mitigation measures with the Team Telecom Agencies by Parent; (vii) the filing of an updated certificate pertaining to foreign interests by Parent with DSS regarding a planned change in the FOCI of Parent and, if required by DSS, the submission of a FOCI mitigation plan and the amendment or termination of any existing FOCI mitigation agreement; (viii) applicable requirements of the Securities Act and of the Exchange Act; (ix) such consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 4.4 of the Parent Disclosure Schedule; and (x) such consents, waivers, authorizations, approvals, declarations, notices, filings or registrations as will be obtained or made prior to the Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Backstop Party with its obligations hereunder and thereunder), except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Disclosure Statement Order, the BCA Approval Order, and the expirationBCA Consummation Approval Order authorizing the Company to execute and deliver this Agreement and perform each of its other obligations hereunder, or waiver by (ii) the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect iii) filings, if any, pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderexpiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Securities Act and transactions contemplated by this Agreement, (iv) the rules and regulations promulgated thereunderfiling of the Certificate of Incorporation with the relevant state or national agency, and the rules filing of any other corporate documents with applicable state filing agencies applicable to the New York Stock Exchangeother Debtors, and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, “blue sky” laws in connection with the purchase of the New Common Stock by the Backstop Parties and the Rights Offering Participants and (vi) any other Applicable Consent the failure of which to obtain would not have or reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance and delivery filing with the SEC of the New Warrants, (2) Joint Proxy Statement and the issuance, sale filing and delivery declaration of Shares, (3) the issuance and delivery effectiveness of the WarrantsForm S-4, (4and such reports under Sections 12, 13(a), 13(d), 13(g) the issuance, sale and delivery 16(a) of the GGO SharesExchange Act as may be required in connection with this Agreement, (5) and the issuance transactions contemplated hereby and delivery of thereby, and obtaining from the GGO WarrantsSEC such orders as may be required in connection therewith, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof and thereof and Certificates of Merger with the consummation Secretary of State of the transactions contemplated herein and therein, except (A) such authorization as is required by State of Delaware pursuant to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)DGCL, (Biii) any notices or filings required under, and compliance with (other than shareholder approval requirements in respect of under the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (iv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Newco Common Stock pursuant to this Agreement, and approval of the listing of such Newco Common Stock on the NYSE or the NASDAQ, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Merger Approval (or, if the Mergers are to be effected through Chapter 11 Cases with respect to Dex, the Dex Stockholder Plan Approval), (vii) such filings or notices required under the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNYSE or the NASDAQ, (viii) if the Mergers are to be effected though Chapter 11 Cases with respect to Dex, such filings (including a chapter 11 plan of reorganization and disclosure statement) and consents as are required under the Bankruptcy Code to cause the Chapter 11 Cases to be commenced and consummated, and (Cix) such other consents, approvals, authorizations, orders, filings or registrations or qualifications that, if not obtained, the failure of which to be made or given, would not reasonably be expectedobtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Dex, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Dex and the Merger Subs of this Agreement and (B) the consummation by Dex and the Merger Subs of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. (a) No Assuming the accuracy of the Commitment Parties’ representations and warranties in Article V, no consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Company or any of its Subsidiaries Group Members or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court BCA Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time, (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Common Shares or Preferred Shares as payment of the Backstop Commitment Fee, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval or qualification waiver of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, including under the Bank Merger Act (12 USC 1828(c)) and the approval or waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the New York State Department of Financial Services (the “NYDFS”), and approval or waiver of such applications, filings and notices, (e) the filing of any required filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), (f) the filing of any required applications, filings and notices, as applicable, with any Governmental Entity having jurisdiction over state bank regulatory authority with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the Company Bank Merger Effective Time, and the approvals or waivers of such applications, filings and notices, (g) the filing of any required applications, filings and notices, as applicable, with each Mortgage Agency and the receipt of its Subsidiaries any required consents or any approvals from each Mortgage Agency, (h) the filing of their respective properties is required for those additional applications, filings and notices, if any, listed on Section 3.4 of the Flagstar Disclosure Schedule or Section 4.4 of the NYCB Disclosure Schedule and approval or non-objection of such applications, filings and notices, (i) the filing with the Securities and Exchange Commission (1the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Flagstar’s shareholders and NYCB’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by NYCB in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the effectiveness of the S-4, (j) the issuance and delivery filing of the New Warrants, (2) Certificates of Merger with the issuance, sale Michigan LARA pursuant to the MBCA and delivery of Shares, (3) Delaware Secretary pursuant to the issuance DGCL and delivery the filing of the WarrantsHoldco Merger Certificates with the Michigan LARA pursuant to the MBCA and the Delaware Secretary pursuant to the DGCL, (4) as applicable, the issuance, sale and delivery filing of the GGO SharesBank Merger Certificates with the applicable Governmental Entities as required by applicable law, and (5k) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the GGO Warrants, (6) various states in connection with the issuance of New the shares of NYCB Common Stock upon exercise pursuant to this Agreement (“NYCB Share Issuance”) and the approval of the New Warrantslisting of such NYCB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (7including any government-sponsored enterprise) or SRO (each a “Governmental Entity”) are necessary in connection with (i) the issuance execution and delivery by Flagstar of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and this Agreement, (ii) the execution and delivery by Flagstar Bank of the Company of this Bank Merger Agreement or (iii) the Plan consummation by Flagstar and performance of and compliance by the Company with all Flagstar Bank of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein and therein, except hereby (A) such authorization as is required by including the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Holdco Merger and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval OrderBank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.. As

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to cause the fulfillment of all conditions to the Merger and to consummate and make effective the Merger as promptly as practicable; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, clearances, approvals, waiting period terminations, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of their respective Subsidiaries, in connection with the authorization, orderexecution and delivery of this Agreement and the consummation of the Merger; (iii) make or cause to be made the applications or filings required to be made by Parent, registration Merger Sub or qualification the Company or any of their respective Subsidiaries under or with respect to the HSR Act or any other applicable antitrust Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, and pay any fees due in connection with such applications or filings, as promptly as is reasonably practicable, and in any event within five (5) Business Days, with respect to applications or filings under the HSR Act, and within ten (10) Business Days, with respect to applications or filings under any other applicable antitrust Laws, after the date hereof or sooner if required by Law; (iv) comply promptly with any request under or with respect to the HSR Act and any other applicable antitrust Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity having jurisdiction over in connection with such applications or filings or the Merger; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the Merger under the HSR Act or any other applicable antitrust Laws. Notwithstanding anything to the contrary, neither Parent nor Merger Sub (nor any of their respective Affiliates) shall have any obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the Company or any of its Subsidiaries); or (B) otherwise take or commit to take any actions that would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of their respective properties its affiliates, unless such requirement, condition, understanding, agreement or order is required for binding on the Company only in the event that the Closing occurs. Each of the Company and Parent shall promptly inform the other of any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to participate in any meeting or conference call with any Governmental Entity in respect to any such filings, investigations or other inquiry, then such party shall (i) (1) permit the issuance other to review and delivery discuss in advance, and consider in good faith the views of the New Warrantsother in connection with, (2) the issuanceany proposed written or material oral communication with such Governmental Entity, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) give the execution other party reasonable prior notice of such meeting or conference call and delivery (iii) invite Representatives of the other party to participate in the meeting or conference call with the Governmental Entity unless prohibited by such Governmental Entity. Neither Parent nor the Company shall consent to any voluntary extension of this Agreement any statutory deadline or the Plan and performance waiting period or to any voluntary delay of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by this Agreement at the Bankruptcy Court or behest of any Governmental Entity without the Bankruptcy Codeconsent of the other party, which consent shall not be contained in the entry of the relevant Court Order, and the expiration, unreasonably withheld or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectdelayed.

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New WarrantsRights Offering Securities upon exercise of the Subscription Rights, (2) the issuance, sale and delivery of SharesUnsubscribed Securities to the Backstop Parties and Management Commitment Securities to the Management Commitment Parties hereunder, (3) the issuance and delivery consummation of the Warrants, (4) Rights Offering by the issuance, sale Issuer and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Backstop Commitment Premium and the Management Commitment Premium and Transaction Expenses of the Backstop Parties as required in Section 2(e) herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) filings, if any, pursuant to the provisions HSR Act (as defined below) and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws (as defined below) in connection with the Approval Order)transactions contemplated by this Agreement, (Biii) filings required underthe filing of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Civ) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or “blue sky” Laws in connection with the offer and sale of the Rights Offering Securities, Unsubscribed Securities, the Backstop Commitment Premium and the Management Commitment Premium and (v) such consents, approvals, authorizations, registrations or qualifications that, if not obtained, made or given, the absence of which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Consents and Approvals. (a) No consentConsent, approval, authorization, orderOrder, registration or qualification of or with, or filing or notification with or to, any Governmental Entity having jurisdiction over the Company Debtors or any of its their respective Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Debtors and, to the extent relevant, their respective Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Investor with its obligations hereunder and thereunder), except (Aa) such authorization as is required the entry by the Bankruptcy Court or of the Bankruptcy CodeBCA Approval Order authorizing the Debtors to enter into, which shall be contained in deliver and perform the BCA Approval Obligations, (b) the entry of the relevant Court Plan Solicitation Order, and (c) the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect d) filings, if any, pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderexpiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or Consent under any other Antitrust Laws in connection with the Securities Act and transactions contemplated by this Agreement, (e) the rules and regulations promulgated thereunder, and filing with the rules Secretary of State of the New York Stock Exchange, State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cf) such other consentsConsents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws in connection with the issuance of the Investor Shares to the Investors, if not obtained, made or given, would not reasonably the issuance of the New Warrants and the shares of New Common Stock to be expected, individually or in issued upon exercise thereof and the aggregate, issuance of the Rights and the Rights Offering Shares pursuant to have a Material Adverse Effectthe exercise of the Rights.

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to (i) take, authorizationor cause to be taken, orderall appropriate action, registration and do, or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, but in no event later than the End Date, (ii) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of its Subsidiaries or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding, without limitation, those in connection with the HSR Act and any other antitrust or competition Applicable Law or regulation) (1) the issuance “Required Governmental Approvals”), in connection with the authorization, execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein hereby, (iii) make or cause to be made the applications or filings required to be made by Parent, Merger Sub or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, which filing shall be made within ten (10) Business Days of the date hereof, any other applicable Required Governmental Approvals or any other Applicable Law in connection with the authorization, execution and thereindelivery of this Agreement and the consummation of the transactions contemplated hereby, except (iv) comply at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the transactions contemplated hereby, and (v) permit the other party to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed material written or oral communication with any Governmental Authority including all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) such authorization as is required by the Bankruptcy Court any material communication or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, filing under or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants HSR Act, any other Required Governmental Approvals or any such other Applicable Law and (ii) the provisions of the Approval Order), (B) filings required underany material communications, filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each party shall not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless, to the extent permitted by Applicable Law, it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein. To the extent permitted by Applicable Law, each party shall promptly notify the other of, and compliance if in writing, furnish the other with (other than shareholder approval requirements copies of any material communications from, with, or to any Governmental Authority in respect connection with the transactions contemplated hereby; provided however, that such materials may be redacted as necessary to address reasonable legal privilege or confidentiality concerns and/or to remove references concerning valuation of the issuance transaction. The Company shall agree if, but solely if, requested by Parent, to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Warrants)Company in furtherance of this Section 6.11; provided, however, that any such action may be conditioned upon consummation of the Merger. Notwithstanding the foregoing, Parent and the Company acknowledge that the Bureau of Competition of the Federal Trade Commission has recently begun the practice of sending a letter (a “Pre-consummation Warning Letter”) to Persons filing notifications under the HSR Act stating that although the waiting period under the HSR Act for the proposed transaction will soon expire, the applicable requirements staff of the Exchange Federal Trade Commission’s Bureau of Competition has not yet completed its non-public investigation of the proposed transaction and that if the parties close the proposed transaction before the Federal Trade Commission has completed its investigation, they do so at their own risk inasmuch as the Federal Trade Commission may challenge the proposed transaction, even after the HSR Act waiting period has expired. For the avoidance of doubt, Parent and the rules and regulations promulgated thereunder, Company agree that the Securities Act and receipt by either or both of them of a Pre-consummation Warning Letter or other verbal or written communications from the rules and regulations promulgated thereunder, and the rules staff of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations Federal Trade Commission or qualifications that, if Antitrust Division of the United States Department of Justice to the same effect shall not obtained, made or given, would constitute grounds for the assertion that a condition to closing under Article 7 has not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectbeen satisfied.

Consents and Approvals. 3.3.1. Subject to the allocation of responsibility set forth in Section 3.3.3, Seller agrees to, and agrees to cause the Company and the Subsidiary to, apply for and use commercially reasonable efforts to obtain no later than at the Closing (a) No consentthe Regulatory Approval, approval(b) the waiver, authorizationconsent and approval of all Persons whose waiver, order, registration consent or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties approval is required by Law for (i) (1) the issuance Seller’s execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or and Seller’s, the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Company’s and the Subsidiary’s consummation of the transactions contemplated herein herein, including any consents or approvals in connection with the transfer of the Excluded Assets and thereinLiabilities, except and (Ac) such authorization as the waiver, consent and approval of all Persons whose waiver, consent or approval is required by any Material Contract, Real Property Lease, consent, judgment, decree, order or Permit to which Seller, the Bankruptcy Court Company or the Bankruptcy Code, which shall be contained in Subsidiary is a party or subject immediately prior to the entry of the relevant Court OrderClosing, and which would prohibit or require the expirationwaiver, consent or waiver by approval of any Person to, such transactions or under which, without such waiver, consent or approval, such transactions would constitute an occurrence of Default under the Bankruptcy Courtprovisions thereof, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Orderexcept for any such waiver, as applicable (except consent or approval, with respect to subsections (ib) the issuance of the Warrants and (iic) the provisions of the Approval Order)only, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expectedwhich could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Effect or a material adverse effect on the ability of Seller to consummate the transactions described herein; provided, however, that none of Seller, the Company or the Subsidiary shall make any agreements or understandings adversely affecting the Assets, the Company and the Subsidiary, or their business, as a condition to obtaining any waivers, consents or approvals required by this Section 3.3.1, except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned). Purchaser agrees to apply for and use commercially reasonable efforts to obtain no later than the Closing the waiver, consent and approval of all Persons whose waiver, consent or approval is (i) required by Law for Purchaser’s execution and delivery of this Agreement and Purchaser’s consummation of the transactions contemplated herein, including the consents and approvals described in the first sentence of

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court PPA and BCA Approval Order authorizing the Company to enter into this Agreement and perform the PPA and BCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Private Placement Shares by the Private Placement Parties, the issuance of the Private Placement Shares, the issuance of Common Shares as payment of the Private Placement Commitment Premium and Private Placement Ticking Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith NASDAQ, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board, the OCC and the IDFPR, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking or insurance authorities listed on Section 3.4 of the First Midwest Disclosure Schedule or Section 4.4 of the Old National Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Certificates of Merger and the Articles of Designations for the New Old National Preferred Stock with the Indiana Secretary pursuant to the IBCL, and the filing of the Bank Merger Certificates and (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 Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) on NASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Old National of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Old National of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Old National is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (iii) for filings under state securities or "blue sky" laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and expiration or termination of the waiting period under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the New York Stock ExchangeCertificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting's Federal Communications Commission ("FCC") Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it. 3.04.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing with the SEC of a Proxy Statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (1) the issuance and delivery of the New Warrants“Proxy Statement”), (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof and thereof and Certificate of Merger with the consummation Secretary of State of the transactions contemplated herein and therein, except (A) such authorization as is required by State of Delaware pursuant to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)DGCL, (Biii) any consents, authorizations, approvals, filings required under, and or exemptions in connection with compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunderof any applicable industry self-regulatory organization (“SRO”), and the rules of the New York Stock ExchangeNASDAQ, or that are required under insurance industry regulations and other similar laws, (Civ) such other filings required under the HSR Act, (v) the regulatory consents, approvals and clearances from banking regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(A) (the “Banking Regulatory Consents”), (vi) the regulatory consents, approvals and clearances from insurance regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(B) (the “Insurance Regulatory Consents”), (vii) the regulatory consents, approvals, authorizationsclearances and licenses from lender services regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(C) (the “Lender Services Regulatory Consents and Licenses”), or (viii) such consents, waivers, approvals, orders, registrations authorizations, registrations, declarations and filings the failure of which to be obtained or qualifications that, if not obtained, made or given, would not reasonably be expectednot, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of Company and its Subsidiaries to perform their obligations under this Agreement or consummate the transactions contemplated hereby no consents or approvals of or filings or registrations with any Governmental Authority are necessary to be obtained or made by Company or any of its Subsidiaries in connection with the consummation by Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the execution and delivery by Company of this Agreement.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company respect to Parent or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Merger Sub in connection with the execution and delivery by the Company of this Agreement by Parent and Merger Sub or the Plan consummation by Parent and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Merger Sub of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Parent; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as Delaware pursuant to applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings the filing of a pre-merger notification report by Parent as may be required under, under the HSR Act and compliance with (other than shareholder approval requirements in respect the expiration or termination of the issuance applicable waiting period; (d) the filing with the SEC of the Warrants), the applicable requirements Registration Statement and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the filing with a National Stock Exchange of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and the obtaining from such exchange of its approvals thereof; (f) such filings and approvals as may be required by any applicable state securities, “blue sky” or takeover laws or Environmental Laws; and (g) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to Parent, Merger Sub or any Parent Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on Parent, and (y) any consent, approval or waiver required by the terms of the Parent Bank Credit Agreement.

Consents and Approvals. Other than the filing with the Securities and Exchange Commission (acollectively, the “SEC”) No of such reports under, and such other compliance with, the Securities Laws in connection with the Sale and the other transactions contemplated by this Agreement and any notices, filings or approvals under the HSR Act (collectively, the “Required Governmental Approvals”), no consent, approval, authorizationwaiver, order, authorization, application, permit, notice, filing or registration (collectively, the “Consents”) is or qualification will be required to be obtained by Seller or any of the Seller Excluded Affiliates prior to Closing from, or with to be given by Seller or any of the Seller Excluded Affiliates prior to Closing to, or made by Seller or any of the Seller Excluded Affiliates prior to Closing with, any Governmental Entity having jurisdiction over in connection with the Company execution, delivery and performance by Seller or any of its Subsidiaries the Seller Excluded Affiliates of the Transaction Agreements to which it is a party, or the consummation by Seller or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Seller Excluded Affiliates of the transactions contemplated herein hereby and thereinthereby. No Consent is or will be required to be obtained by Seller or any of the Seller Excluded Affiliates prior to Closing from, except (A) such authorization as or to be given by Seller or any of the Seller Excluded Affiliates prior to Closing to, or to be made by Seller or any of the Seller Excluded Affiliates prior to Closing with, any Person that is required not a Governmental Entity in connection with the execution, delivery and performance by Seller or any of the Bankruptcy Court Seller Excluded Affiliates of the Transaction Agreements to which it is a party, or the Bankruptcy Code, which shall be contained in consummation by Seller and the entry Seller Excluded Affiliates of the relevant Court Order, transactions contemplated hereby and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthereby.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) any approvals or filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (1the “HSR Act”), and any applicable foreign antitrust laws, (ii) the issuance and delivery Company Stockholder Approval, (iii) the filing with the SEC of (A) a joint proxy statement/prospectus (as amended or supplemented, the “Joint Proxy Statement/Prospectus”) to be sent to the stockholders of the New WarrantsCompany in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting, to be prepared in accordance with the Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (2iv) the issuance, sale filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and delivery appropriate documents with the relevant authorities of Sharesother states in which the Company is qualified to do business, (3v) such filings as may be required under the rules and regulations of NASDAQ, (vi) the issuance consents, notices and delivery approvals set forth in Section 3.5 of the WarrantsCompany Disclosure Letter (which includes without limitation any consents and approvals required under any Company Material Contract and any Company Real Property Lease), (4vii) such consents, notices, approvals or filings in connection with any state or local Tax which is attributable to the issuance, sale and delivery beneficial ownership of the GGO SharesCompany’s real property, if any, (5viii) the issuance such filings and delivery of the GGO Warrantsconsents as may be required by any applicable state securities or “blue sky” laws or state takeover laws, (6ix) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the issuance of New Common Stock upon exercise of Merger or the New WarrantsTransactions (the consents referred to in clauses (i) through (ix), (7the “Company Consents”) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) x) such additional consents, notices and approvals, the issuance failure of Common Stock upon exercise which to make or obtain would not have a Company Material Adverse Effect, no consents or approvals of the Warrants and any Governmental Entity or any Third Party are necessary in connection with (iiA) the execution and delivery by the Company of this Agreement or and (B) the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof Merger and the consummation of the other transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement.

Consents and Approvals. (a) No Prior to the Closing, each of Parent and the Company will use, and will cause their respective Subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Merger and the other transactions contemplated by this Agreement, including (i) determining all necessary filings, notices, petitions, clearances, statements, registrations, submissions of information, applications and other documents to consummate the Merger and the other transactions contemplated by this Agreement (including from Governmental Authorities or third parties), (ii) preparing and filing as promptly as practicable all documentation to effect such filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) the satisfaction of the conditions to consummating the transactions contemplated by this Agreement, (iv) taking actions necessary to obtain (and to cooperate with each other in obtaining) any consent, approval, authorization, orderOrder or approval of, registration or qualification of any exemption by, any Governmental Authority (which actions will include furnishing all information required under the HSR Act and other applicable Competition Laws and Foreign Investment Laws and in connection with (A) obtaining such approvals, authorizations, clearances, consents or exemptions under the HSR Act and such other applicable Competition Laws and Foreign Investment Laws for the jurisdictions set forth in Section 7.1(b) (collectively, “Antitrust Approvals”) or (B) filings with any Governmental Entity having jurisdiction over Authority) required to be obtained or made by Parent, Merger Sub, the Company or any of its their respective Subsidiaries or Affiliates in connection with the transactions contemplated by this Agreement or the taking of any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrantsaction contemplated by this Agreement, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiv) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of any additional instruments necessary to consummate the transactions contemplated herein by this Agreement and thereinto fully carry out the purposes of this Agreement. Prior to the Closing, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderCompany will use, and will cause the expirationCompany Subsidiaries to use, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except reasonable best efforts to cooperate with respect Parent to obtain consents and waivers required from parties to Company Contracts that have not been obtained; provided that (i) the issuance none of the Warrants Company or the Company Subsidiaries will be required to make any payments, incur any liability or obligation, or offer or grant any accommodation (financial or otherwise) to any such third party in connection with obtaining any such consent or waiver and (ii) in no event will the provisions failure to obtain any such consent or waiver in and of itself be a condition to any of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect obligations of Parent or the issuance of Merger Sub to effect the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectClosing.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or qualification waiver of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, including under the Bank Merger Act (12 USC 1828(c)) and the approval or waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NYDFS, and approval or waiver of such applications, filings and notices, (e) the filing of any required filings and notices, as applicable, with the OCC, (f) the filing of any required applications, filings and notices, as applicable, with any state bank regulatory authority with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the Bank Merger, and the approvals or waivers of such applications, filings and notices, (g) the filing of any required applications, filings and notices, as applicable, with each Mortgage Agency and the receipt of any required consents or approvals from each Mortgage Agency, (h) the filing of those additional applications, filings and notices, if any, listed on Section 3.4 of the Flagstar Disclosure Schedule or Section 4.4 of the NYCB Disclosure Schedule and approval of such applications, filings and notices, (i) the filing with the SEC of the Joint Proxy Statement, and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration by the SEC of the effectiveness of the S-4, (j) the filing of the Certificates of Merger with the Michigan LARA pursuant to the MBCA and Delaware Secretary pursuant to the DGCL and the filing of the Holdco Merger Certificates with the Michigan LARA pursuant to the MBCA and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and (k) 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 NYCB Share Issuance, and the approval of the listing of such NYCB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance execution and delivery by NYCB and Merger Sub of the New Warrantsthis Agreement, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery deliver by NYCB Bank of the Company of this Bank Merger Agreement or (iii) the Plan consummation by NYCB, Merger Sub and performance of and compliance by the Company with all NYCB Bank of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Holdco Merger, the Bank Merger and NYCB Share Issuance). As of the date hereof, NYCB and Merger Sub has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by NYCB or Merger Sub to permit consummation of the transactions contemplated herein and thereinMerger, except (A) such authorization as is required by the Bankruptcy Court Holdco Merger, the Bank Merger or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have NYCB Share Issuance on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties Consent is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and its obligations hereunder (including the consummation of the transactions contemplated herein Merger) and thereinthereunder, except for: (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry filing of the relevant Court Order, Notification and Report Form under the HSR Act and the expiration, filing of notifications required under any applicable foreign antitrust or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(ecompetition laws or regulations; (b) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and as may be required under applicable state securities or “blue sky” Legal Requirements of the United States; (c) the filing of a certificate of merger with the Secretary of State of the State of Delaware; (d) the filing with the SEC of the Proxy Statement relating to the Company Members’ Meeting; (e) the Consents required or contemplated under the Advisers Act, the Investment Company Act and any Investment Advisory Arrangements; (f) the filings or notices required by, and any approvals required under the rules and regulations promulgated thereunderof, the Securities Act and the rules and regulations promulgated thereunderany self-regulatory organization, and the rules of including the New York Stock ExchangeExchange and the Financial Industry Regulatory Authority (each, a “Self-Regulatory Organization”); (g) the filing of the CFIUS Notice and the receipt of the CFIUS Clearance; (h) satisfaction of the ITAR Pre-Notification Requirement; and (Ci) such other consents, approvals, authorizations, orders, registrations or qualifications that, Consents which if not obtained, obtained or made or given, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Part 2.3 of the Disclosure Schedule contains a true and complete list as of the date hereof of (i) each Consent (including the party from whom, and the manner in which, such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and (ii) each Consent (other than an Advisers Act Consent) required to prevent or waive any put right, right of redemption, termination of the investment period, termination of the fund or default materially adverse to the Acquired Companies pursuant to any Fund Document (each such Consent, an “Investor Waiver”), in the case of each of clauses “(i)” and “(ii)” in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder and thereunder (including the consummation of the Merger), in each case, other than any Consent which if not obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity third party or any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the New WarrantsUnsubscribed Shares in accordance with the terms hereof, (2) the issuanceconsummation of the Rights Offering by the Company, sale and delivery of Shares, (3) the issuance and delivery of the WarrantsExchange Shares (including the Investor Exchange Shares) pursuant to the Debt Exchange in accordance with the terms hereof, (4) the issuance, sale exchange of Notes and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise Notes and payment of cash in exchange therefor pursuant to the New WarrantsDebt Exchange, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of registration under the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Offered Shares pursuant to the exercise of Rights, (ii) filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the applicable requirements sale or issuance of Unsubscribed Shares and Investor Exchange Shares to the Investors, (iii) consents solicited by the Company from holders of outstanding Notes to certain proposed amendments to the Old Indenture that would eliminate certain restrictive covenants and release all of the Exchange Act and liens on the rules and regulations promulgated thereunder, collateral securing the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNotes, and (Civ) such other consents, approvals, authorizations, orders, registrations or qualifications that(y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Unsubscribed Shares by the Investors, if not obtainedthe issuance of the Exchange Shares to holders of outstanding Notes, made or giventhe distribution of the Rights and the sale of the Offered Shares to Holders, would not reasonably be expectedor (z) pursuant to the rules of The Nasdaq Stock Market, individually or including the approval of the Company’s stockholders of the issuance and sale of the Offered Shares in the aggregateRights Offering, the issuance and sale of the Unsubscribed Shares to have a Material Adverse Effectthe Investors pursuant to the terms hereof, and the issuance of the Exchange Shares (including the Investor Exchange Shares) to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, “Stockholder Approval”).

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company respect to Parent or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Merger Sub in connection with the execution and delivery by the Company of this Agreement by Parent and Merger Sub or the Plan consummation by Parent and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Merger Sub of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Parent; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as Delaware pursuant to applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, DGCL and compliance with (other than shareholder approval requirements in respect the filing of the issuance Articles of Merger with the Secretary of State of Texas pursuant to applicable provisions of the Warrants), TBCA; (c) the filing of a pre-merger notification report by Parent as may be required under the HSR Act and the expiration or termination of the applicable requirements waiting period; (d) the filing with the SEC of the Registration Statement and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the filing with a National Stock Exchange of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and the obtaining from such exchange of its approvals thereof; (f) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (g) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to Parent, Merger Sub or any Parent Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on Parent, (y) the valid approval of the Prize Proposal (including the issuance of the Parent Common Stock in the Merger) by the stockholders of Parent, and (z) any consent, approval or waiver required by the terms of the Parent Bank Credit Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) (1) the issuance and delivery filing with the SEC of the New Warrants, (2) Joint Proxy Statement and the issuance, sale filing and delivery declaration of Shares, (3) the issuance and delivery effectiveness of the WarrantsForm S-4, (4and such reports under Sections 12, 13(a), 13(d), 13(g) the issuance, sale and delivery 16(a) of the GGO SharesExchange Act as may be required in connection with this Agreement, (5) and the issuance transactions contemplated hereby and delivery of thereby, and obtaining from the GGO WarrantsSEC such orders as may be required in connection therewith, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all filing of the provisions hereof and thereof and Certificates of Merger with the consummation Secretary of State of the transactions contemplated herein and therein, except (A) such authorization as is required by State of Delaware pursuant to the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)DGCL, (Biii) any notices or filings required under, and compliance with (other than shareholder approval requirements in respect of under the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (iv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Dex Common Stock pursuant to this Agreement, and approval of the listing of such Dex Common Stock on the NYSE or the NASDAQ, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Approval, (vii) such filings or notices required under the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNYSE or the NASDAQ, and (Cviii) such other consents, approvals, authorizations, orders, filings or registrations or qualifications that, if not obtained, the failure of which to be made or given, would not reasonably be expectedobtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Dex, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Dex and the Merger Subs of this Agreement and (B) the consummation by Dex and the Merger Subs of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the OCC and the Banking Commissioner, (1ii) the issuance and delivery filing with the SEC of a joint proxy statement in definitive form relating to the meetings of the New WarrantsCompany’s and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (2iii) the issuance, sale and delivery filing of Sharesthe Articles of Merger with the Maryland Department pursuant to the MGCL, (3iv) filing with the issuance and delivery Nasdaq Stock Market of a notification of the Warrants, (4) the issuance, sale and delivery listing of the GGO Shares, shares of Purchaser Common Stock to be issued in the Merger; (5v) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the GGO Warrants, (6) various states in connection with the issuance of New shares of Purchaser Common Stock upon exercise pursuant to this Agreement; and (vi) and the execution and delivery by the Company and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of the New Warrants, (7) Company’s trust preferred securities instruments and the issuance of GGO Common Stock upon exercise Company and its Subsidiaries’ debt indentures set forth on Section 5.17 of the GGO Warrants and (8) Company’s Disclosure Schedules, no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the issuance of Common Stock upon exercise of the Warrants and (ii) Company in connection with the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof Merger and the consummation other transactions contemplated by this Agreement, including the Bank Merger. As of the transactions contemplated herein and thereindate hereof, except (A) such authorization as is required by the Bankruptcy Court or Company has no knowledge of any reason pertaining to the Bankruptcy Code, which shall be contained in the entry Company why any of the relevant Court Order, and approvals referred to in this Section 3.2(f) should not be obtained without the expiration, imposition of any material condition or waiver by the Bankruptcy Court, of the 14-day period set forth restriction described in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval OrderSection 6.2(e), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderRights Offering Approval Order authorizing the Debtors to assume this Agreement and perform the Rights Offering Approval Obligations, and the expiration, or waiver (b) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (c) following the entry of the Confirmation Order, as (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Notes by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Notes pursuant to the exercise of the Subscription Rights or the issuance of Rights Offering Notes as payment of the Commitment Payment and (f) any consents, that if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (iii) for filings under state securities or "blue sky" laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and the rules expiration or termination of the New York Stock Exchangewaiting period under, the Hart- Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx, xxx xxe rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the Certificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting's Federal Communications Commission ("FCC") Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No consentThe parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, approvalto effect all applications, authorizationnotices, orderpetitions and filings, registration to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties ("THIRD PARTY APPROVALS") and federal, state and local governmental agencies and authorities ("GOVERNMENTAL AUTHORITIES") which are necessary or qualification advisable to consummate the transactions contemplated by this Agreement (including without limitation the Offer and the Merger) ("GOVERNMENTAL APPROVALS" and, together with Third Party Approvals, "APPROVALS"), and to comply with the terms and conditions of all such Approvals. Each of the parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 15 days after the date hereof, and in all events shall file within 30 days after the date hereof, all required initial applications and documents in connection with obtaining the Governmental Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith; and each party will use its reasonable best efforts to secure such Governmental Approvals as expeditiously as practicable. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent or with the Company, as the case may be, and any of their respective subsidiaries, directors, officers and stockholders which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity having jurisdiction over Authority in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and the Company (the "NOTIFYING PARTY") will notify the other promptly of the receipt of comments or requests from Governmental Authorities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the Notifying Party or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance representatives and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except Governmental Authorities with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectGovernmental Approvals.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing of any required applications, filings and notices, as applicable, with the NYSE, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions (1collectively, “Competition Laws”), (iii) the issuance filing of any required applications, filings and delivery notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the New WarrantsS-4, (2v) the issuance, sale and delivery filing of Sharesthe Articles of Merger with the Nevada Secretary pursuant to the NRS, (3vi) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New the shares of Camber Common Stock upon exercise pursuant to this Agreement and the approval of the New Warrantslisting of such Camber Common Stock on the NYSE, as applicable; and (7v) the issuance of GGO Common Stock upon exercise consent of the GGO Warrants and holders of Camber’s Series C Preferred Stock, no material consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and SRO) (iieach a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by the Company Camber of this Agreement Agreement, or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and (B) the consummation by Camber of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry hereby. As of the relevant Court Orderdate hereof, Camber is not aware of any reason why the necessary regulatory approvals and the expiration, consents will not be received by Camber or waiver by the Bankruptcy Court, Merger Sub to permit consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Merger on a timely basis. As of the Confirmation Orderdate hereof, as applicable (except with respect to (i) the issuance knowledge of the Warrants and (ii) the provisions of the Approval Order)Camber, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations there is no fact or qualifications that, if not obtained, made circumstance existing that would require or given, would not reasonably be expected, individually or in expected to require either party to invoke their right to change the aggregate, structure of effecting the combination of Viking and Camber to have a Material Adverse Effect.Direct Merger pursuant to Section 6.15 hereof. February 2021 - Agreement and Plan of Merger

Consents and Approvals. Except for (ai) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith the Federal Reserve Board under the BHC Act and OSFI under the Bank Act (Canada) and approval of such applications, registration filings and notices, (ii) the filing of any required applications, filings or qualification notices, as applicable, with FINRA and the approval of such applications, filings and notices, (iii) the filing with the SEC of the Proxy Statement and the F-4 in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (v) the filing of any notices or other filings under the HSR Act, (vi) 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 Parent Common Shares pursuant to this Agreement and (vii) the approval of the listing of such Parent Common Shares and the New Parent Preferred Shares on the NYSE and, in the case of such Parent Common Shares only, the TSX, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company each of Parent and Holdco of this Agreement or (B) the Plan consummation by each of Parent and performance of and compliance by the Company with all Holdco of the provisions hereof and thereof Merger and the other transactions contemplated hereby. As of the date hereof, neither Parent nor Holdco is aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis. No vote or other approval of the shareholders or any other securityholders of Parent is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated herein and therein, except hereof (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) including the issuance of stock consideration) in accordance with the Warrants and (ii) the provisions terms hereof, whether by reason of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)applicable law, the applicable organizational documents of Parent, the rules or requirements of the Exchange Act and the rules and regulations promulgated thereunderany exchange, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectotherwise.

Consents and Approvals. (a) No consent, approval, authorization, order, registration registration, or qualification of or with any Governmental Entity Authority or Self-Regulatory Organization having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance, and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Backstop Acquired Shares, (3) the issuance and delivery PIPE Shares or the Rollover Shares in accordance with the terms hereof, the consummation of the WarrantsTransactions by the Company, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or registration under the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy CourtSecurities Act, of the 14-day period set forth in Bankruptcy Rule 3020(eOffered Shares pursuant to the exercise of Rights, the PIPE Shares and the Rollover Shares, (ii) following entry the filing of the Confirmation OrderCharter Amendment, (iii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively with the HSR Act, “Antitrust Laws”) are made and the waiting periods thereunder (if applicable) have been terminated or expired and any applicable approvals thereunder received, and (iv) such consents, approvals, authorizations, registrations, or qualifications (x) as applicable (except may be required under state securities or Blue Sky laws in connection with respect the purchase of the Backstop Acquired Shares by the Backstop Purchasers or the PIPE Shares by Investor, the distribution of the Rights and the sale of the Offered Shares to (i) Rights Holders or the issuance of the Warrants and Rollover Shares to Lien Purchasers, or (iiy) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and pursuant to the rules of the New York Stock ExchangeExchange (“NYSE”), and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in including the aggregate, to have a Material Adverse EffectRequisite Stockholder Approval.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Xxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Xxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates and (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 Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Xxxxxxx of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Xxxxxxx of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Xxxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. Except for (a) No consentthe filing with, approvaland declaration of effectiveness by, authorizationthe United States Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to this transaction, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any other registration statement on Form S-4 used in connection with the Merger, the "Registration Statement") in which will be included as a prospectus a definitive proxy statement relating to the meeting of its Subsidiaries or any stockholders (the "OrthAlliance Stockholders' Meeting") of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of OrthAlliance to be held in connection with this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein(the "Proxy Statement"), except (Ab) such authorization as is required the approval of this Agreement by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry requisite vote of the relevant Court Orderstockholders of OrthAlliance, (c) the filing of the Certificate of Merger with the Delaware Secretary, (d) the filing by OCA and OrthAlliance of a pre-merger notification with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("Antitrust Division") under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expirationexpiration or termination of any waiting period thereunder, (e) any filings required under state securities or waiver "Blue Sky" laws, (f) any filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Bankruptcy Courttransactions contemplated in this Agreement, (g) requisite consent to consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of Merger by the Confirmation Order, as applicable (except with respect to (i) lenders under the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeOrthAlliance Credit Agreement, and (Ch) such other authorizations, consents, approvalsapprovals or filings, authorizations, orders, registrations the failure of which to obtain or qualifications that, if not obtained, made or given, would not reasonably be expectedmake, individually or in the aggregate, does not have, and would not reasonably be expected to have a have, an OrthAlliance Material Adverse EffectEffect or materially impair or delay the consummation by OrthAlliance of the transactions contemplated hereby, no authorization, consents or approvals of or filings or registrations with any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency or commission or other governmental authority or instrumentality (each a "Governmental Authority") or with any third party are necessary in connection with (i) the execution and delivery by OrthAlliance of this Agreement and the OrthAlliance Documents and (ii) the consummation by OrthAlliance of the Merger.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing of any required applications, filings and notices, as applicable, with the NYSE, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions (1collectively, “Competition Laws”), (iii) the issuance filing of any required applications, filings and delivery notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the New WarrantsS-4, (2v) the issuance, sale and delivery filing of Sharesthe Articles of Merger with the Nevada Secretary pursuant to the NRS, (3vi) such filings and approvals as are required to be made or obtained under the issuance and delivery securities or “Blue Sky” laws of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New the shares of Camber Common Stock upon exercise pursuant to this Agreement and the approval of the New Warrantslisting of such Camber Common Stock on the NYSE, as applicable; and (7v) the issuance of GGO Common Stock upon exercise consent of the GGO Warrants and holders of Camber’s Series C Preferred Stock, no material consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and SRO) (iieach a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by the Company Camber of this Agreement Agreement, or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and (B) the consummation by Camber of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry hereby. As of the relevant Court Orderdate hereof, Camber is not aware of any reason why the necessary regulatory approvals and the expiration, consents will not be received by Camber or waiver by the Bankruptcy Court, Merger Sub to permit consummation of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Merger on a timely basis. As of the Confirmation Orderdate hereof, as applicable (except with respect to (i) the issuance knowledge of the Warrants and (ii) the provisions of the Approval Order)Camber, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations there is no fact or qualifications that, if not obtained, made circumstance existing that would require or given, would not reasonably be expected, individually or in expected to require either party to invoke their right to change the aggregate, structure of effecting the combination of Viking and Camber to have a Material Adverse EffectDirect Merger pursuant to Section 6.15 hereof.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Wxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Wxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Wxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates and (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 Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Wxxxxxx of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Wxxxxxx of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Wxxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock as payment of the Commitment Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expected, individually or in expected to be material to the aggregate, to have Company and its Subsidiaries taken as a Material Adverse Effectwhole.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Company, New Seadrill or any of their respective material Subsidiaries or any other Debtors or any of their properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Company, New Seadrill or any such Subsidiary or other Debtor of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the Company Company, New Seadrill or any such Subsidiary or other Debtor, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (ib) the issuance entry of the Warrants and Disclosure Statement Order, (iic) entry by the provisions Bankruptcy Court or any other court of competent jurisdiction (including any such court that may properly preside over the Approval OrderAncillary Proceedings, if any), of Orders as may be necessary in the Chapter 11 Cases and/or Ancillary Proceedings, from time-to-time, (Bd) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under applicable federal, foreign and/or state securities or “Blue Sky” Laws in connection with the issuance of the Debt Subscription Rights, Equity Subscription Rights, the issuance of the Debt Rights Offering Securities pursuant to the exercise of the Debt Subscription Rights and the issuance of the Creditor Equity Rights Offering Securities pursuant to the exercise of the Equity Subscription Rights, (f) the listing of the Equity Securities on the New York Stock Exchange or the Oslo Stock Exchange, and (g) any Applicable Consents that have already been made or obtained or, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse EffectEffect (each, a “Non-Applicable Consent”). Notwithstanding any of the foregoing, no Non-Applicable Consent is required for the execution and delivery of this Agreement by the Company, New Seadrill or any of their material Subsidiaries or any other Debtors.

Consents and Approvals. (a) No consentnotices, approval, authorization, order, registration applications or qualification of or with any Governmental Entity having jurisdiction over the Company other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of their respective properties is required for (i) (1) its Subsidiaries from, any Governmental Authority or third party in connection with the issuance execution, delivery or performance by it and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Merger Sub of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinhereby, except for (A1) such authorization as is required by the Bankruptcy Court filings of applications and notices with, receipt of approvals or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderno objections from, and the expirationexpiration of related waiting periods, or waiver required by federal and state banking authorities, including applications and notices to the Bankruptcy CourtFederal Reserve Board under the BHC Act, to the Office of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required underThrift Supervision under HOLA, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act applications and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of notices to the New York Stock ExchangeState Banking Department or Banking Board under the NYBL, (2) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, state securities authorities, the NASD, and other self-regulatory organizations, (3) filing of the Registration Statement and Proxy Statement with the SEC, and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (4) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (C5) such other the filing with NYSE to obtain the listing authorizations contemplated by this Agreement. As of the date hereof, Parent is not aware of any reason why all necessary consents, approvals, authorizations, orders, registrations or qualifications that, if permits and other authorizations will not obtained, made or given, would not reasonably be expected, individually or received in order to permit consummation of the aggregate, to have a Material Adverse EffectMerger and the transactions contemplated hereby.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith NASDAQ or the NYSE, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the MDOB and SDDB, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or qualification notices with any state banking, securities or insurance regulatory authorities listed on Section 3.4 of the GWB Disclosure Schedule or Section 4.4 of the FIBK Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Articles of Merger with the Delaware Secretary pursuant to the DGCL and the Montana Secretary pursuant to the MBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (g) if required by the HSR Act, the filing of any applications, filings or notices under the HSR Act and (h) 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 FIBK Class A Common Stock pursuant to this Agreement and the approval of the listing of such FIBK Class A Common Stock on NASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iix) the execution and delivery by the Company FIBK of this Agreement or (y) the Plan and performance of and compliance consummation by the Company with all FIBK of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, to the knowledge of FIBK, there is no reason why the necessary regulatory approvals and consents will not be received by FIBK to permit consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Merger and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over From the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company date of this Agreement or until the Plan Closing, Parent shall, and shall cause each Seller to, use all reasonable best efforts to obtain all consents, approvals, certificates and other documents required in connection with the performance of this Agreement and compliance by the Company with all of the provisions hereof and thereof Related Agreements and the consummation of the transactions contemplated herein hereby and thereinthereby, including all consents and approvals set forth on Schedule 5.3 (and Purchaser shall cooperate with Sellers and Parent in obtaining all such consents, approvals, certificates and other documents); provided, that no contact will be made by any Subject Entity (or any Representative thereof) with any third party to obtain any such consent or approval except in accordance with a plan previously agreed to in writing by Purchaser. Parent shall promptly make or cause to be made all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing by or on behalf of any Subject Entity, or any of their respective Affiliates pursuant to any applicable Law or Contract in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including all filings, applications, statements and reports set forth on Schedule 5.3 (A) and Purchaser shall cooperate with Sellers and Parent in making all such authorization as is required by the Bankruptcy Court or the Bankruptcy Codefilings, which applications, statements and reports). Parent shall be contained obligated to pay any and all fees and other payments that are required in the entry of the relevant Court Order, and the expiration, order to obtain or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to make (i) the issuance of the Warrants all consents, approvals, certificates and other documents and (ii) all filings, applications, statements and reports, in the provisions case of each of clauses (i) and (ii), that are required to be obtained or made by Sellers or Parent in connection with the performance of this Agreement and the Related Agreements and the consummation of the Approval Ordertransactions contemplated hereby and thereby. In furtherance and not in limitation of this Section 7.4(a), (B) each party hereto agrees to make the appropriate HSR Act filings and filings with the European Commission or other relevant jurisdiction for regulatory or governmental clearance or approval required underprior to Closing under any competition, antitrust, control or other similar Law. Notwithstanding the preceding sentences, the parties hereto agree and compliance with (other than shareholder approval requirements in respect acknowledge that Purchaser is responsible for payment of the issuance of filing fees required by the Warrants)HSR Act or by the European Commission or other jurisdiction under any competition, antitrust, control or similar Law in connection with the applicable requirements of the Exchange Act filings to be made by Purchaser and the rules and regulations promulgated Sellers thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing with the Securities and Exchange Commission (1the “SEC”) of a proxy statement in definitive form relating to the issuance meetings of SuperMedia’s stockholders and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of Dex’s stockholders to be held in connection with this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein by this Agreement (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and thereinof a registration statement on Form S-4 (together with any amendments or supplements thereto, except (Athe “Form S-4”) such authorization in which the Joint Proxy Statement will be included as is required by the Bankruptcy Court or the Bankruptcy Codea prospectus, which shall be contained in the entry and declaration of effectiveness of the relevant Court OrderForm S-4, and the expirationsuch reports under Sections 12, or waiver by the Bankruptcy Court13(a), 13(d), 13(g) and 16(a) of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Securities Exchange Act of the Confirmation Order1934, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) as may be required in connection with this Agreement, and the transactions contemplated hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (ii) the filing of the SuperMedia Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (iv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (collectively, the “Securities Act”), and the rules securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Newco Common Stock pursuant to this Agreement, and approval of the listing of such Newco Common Stock on the New York Stock ExchangeExchange (“NYSE”) or the NASDAQ Stock Market (the “NASDAQ”), (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 3.4 of the SuperMedia Disclosure Schedule, (vi) the SuperMedia Stockholder Approval, (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, and (Cviii) such other consents, approvals, authorizations, orders, filings or registrations or qualifications that, if not obtained, the failure of which to be made or given, would not reasonably be expectedobtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on SuperMedia, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental agency, authority or instrumentality, domestic or foreign, or applicable self-regulatory organization (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by SuperMedia of this Agreement and (B) the consummation by SuperMedia of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. (a) No Subject to the representations and warranties made by the Backstop Purchasers in this Agreement being true and correct, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New the Rights, Common Stock upon exercise of Shares, Preferred Shares and Warrants pursuant to the New WarrantsPlan and this Agreement, (7) including the Backstop Purchaser Shares, Backstop Purchaser Warrants and the Supporting Note Shares, and the issuance of GGO the Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock Shares upon exercise of the Warrants and (ii) conversion of the Preferred Shares, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or the Plan and or the performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinTransactions, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Orders and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable applicable, (except ii) any required filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Act (ithe “HSR Act”) relating to the placement of Common Shares and Preferred Shares with the Backstop Purchasers, (iii) any other merger control filings and approvals required by Law relating to the placement of Common Shares and Preferred Shares with the Backstop Purchasers, (iv) the issuance filing with the Secretary of State of the Warrants State of Delaware of the Amended and Restated Certificate of Incorporation to be applicable to the Company from and after the Effective Date, (iiv) the provisions filing with the Secretary of State of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect State of Delaware of the issuance Certificate of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and Designations or (Cvi) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws, if not obtainedin connection with the distribution of Rights or the issuance and/or purchase of the Common Shares and Preferred Shares, made and except to the extent the absence of any such consent, approval, authorization, order, registration or given, would not reasonably be expectedqualification, individually or in the aggregate, has not had or would not reasonably be expected to have have, a Material Adverse Effect.

Consents and Approvals. (a) No Except as specifically set forth in Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain any consent, approvalwaiver, authorizationauthorization or order of, orderor make any filing or registration with, registration any court or qualification of other federal, state, local or other governmental authority or other person in connection with any Governmental Entity having jurisdiction over the execution, delivery and performance by the Company or any of its Subsidiaries or any the Transaction Documents and the Certificates of their respective properties is required Designation, except for (i) the filings of the Certificates of Designation with respect to the Shares with the Secretary of State of Delaware, which filings shall be effected prior to the Series C Closing Date, the Series D Closing Date and the Series E Closing Date, as appropriate, (1ii) the issuance and delivery filing of the New Warrantsregistration statements contemplated by the Registration Rights Agreement (the "Underlying Securities Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall be filed in the time periods set forth in the Registration Rights Agreement (2iii) the issuanceapplications for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market (and with any other national securities exchange or market on which the Common Stock is then listed), sale and delivery (iv) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Series C Closing, the Series D Closing or the Series E Closing and to deliver to the Purchasers the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or to the appropriate party, the Warrants (3) the issuance and delivery and, upon exercise of the Warrants, (4the Warrant Shares) in the issuance, sale manner contemplated hereby and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Registration Rights Agreement free and clear of this Agreement or all liens and encumbrances of any nature whatsoever (together with the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvalswaivers, authorizations, orders, registrations or qualifications thatnotices and filings referred to in Schedule 2.1(f), if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect"Required Approvals").

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company or respect to any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Prize Companies in connection with the execution and delivery by the Company of this Agreement by Prize or the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof and the consummation Prize of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Prize; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as Delaware pursuant to applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, DGCL and compliance with (other than shareholder approval requirements in respect the filing of the issuance Articles of Merger with the Secretary of State of Texas pursuant to applicable provisions of the Warrants), TBCA; (c) the filing of a pre-merger notification report by Prize as may be required under the HSR Act and the expiration or termination of the applicable requirements waiting period; (d) the filing with the SEC of the Proxy Statement/Prospectus and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (f) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to any of the New York Stock ExchangePrize Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on Prize, (y) the valid approval of the Prize Proposal by the stockholders of Prize, and (z) any consent, approval or waiver required by the terms of the Prize Bank Credit Agreement.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderaction by or in respect of, registration or qualification of registration, declaration or filing with, any federal, state or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each, a "Governmental Entity") or any Person is required by or with any Governmental Entity having jurisdiction over the Company or any of respect to Parent, its Subsidiaries or any Merger Sub in connection with the execution and delivery of their respective properties is required for this Agreement by Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except for: (i) (1the consents and approvals set forth in Section 3.01(f) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Parent Disclosure Schedule; (ii) the execution filing of all required documents in Delaware and delivery by Canada in connection with Parent’s conversion from a Canadian corporation to a Delaware corporation (the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order"Redomestication"), and such filings shall have become effective; (iii) the expiration, or waiver filing of a premerger notification and report form by Parent under the Bankruptcy Court, Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1976, as applicable amended (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and including the rules and regulations promulgated thereunder, the "HSR Act"), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable foreign competition, merger control, antitrust or similar law or regulation; (iv) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under the Securities Exchange Act and of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as may be required in connection with this Agreement and the rules transactions contemplated by this Agreement; (v) the filing of a Certificate of Merger with the Secretary of State of the New York State of Delaware and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business; (vi) approval of the listing on the Nasdaq and the Boston Stock Exchange, Exchange of the Parent Common Stock to be issued as the Merger Consideration; and (Cvii) such other consents, approvals, orders, authorizations, ordersactions, registrations registrations, declarations and filings, the failure of which to be obtained or qualifications that, if made individually or in the aggregate has not obtained, made or given, had and would not reasonably be expected, individually or in the aggregate, expected to have a Parent Material Adverse Effect.

Consents and Approvals. Except for (ai) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith the NYSE, registration (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or qualification notices with any state banking authorities listed on Section 3.4 of the Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, (vi) the filing of the Certificates of Merger with the New York State Department pursuant to the NYBCL and the Delaware Secretary pursuant to the DGCL, and the filing of the Bank Merger Certificates, (vii) 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 Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Sterling Common Stock on the NYSE, and (viii) the FINRA Approval, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company Sterling of this Agreement or (B) the Plan and performance of and compliance consummation by the Company with all Sterling of the provisions hereof and thereof Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated herein Merger and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. Except for (a) No consentthe filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the NASDAQ, registration (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or qualification regulatory waiver of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices listed on Section 3.4 of the TCF Disclosure Schedule or Section 4.4 of the Huntington Disclosure Schedule and approval or non-objection, as applicable, of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, (f) the filing of the Certificate of Merger with the Michigan Department pursuant to the MBCA, the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (g) the filing with, and acceptance for record by, the Maryland Department of the Huntington Charter Amendment and Articles Supplementary for the New Huntington Preferred Stock, and (h) 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 Huntington Common Stock and the New Huntington Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Huntington Common Stock and New Huntington Preferred Stock (or depositary shares in respect thereof) on the NASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Huntington of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Huntington of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger), (B) filings required under, and compliance with (other than shareholder approval requirements in respect . As of the issuance date hereof, Huntington is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Bank Merger on a Material Adverse Effecttimely basis.

Consents and Approvals. Except for (a) No consentthe filing with the SEC of the Form S-4 and declaration of effectiveness of the Form S-4, approvaland such reports under Sections 12, authorization13(a), order13(d), registration or qualification 13(g) and 16(a) of or the Exchange Act as may be required in connection with any Governmental Entity having jurisdiction over this Agreement, the Company or any of its Subsidiaries or any of their respective properties is Support and Standstill Agreements, the Registration Rights Agreement and the transactions contemplated hereby and thereby, and obtaining from the SEC such orders as may be required for in connection therewith, (i) (1b) the issuance and delivery filing of the New WarrantsCertificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, as applicable, (2c) any notices or filings under the issuanceHSR Act and the termination or expiration of any applicable waiting period thereunder, sale and delivery of Sharessuch other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (3d) such filings and approvals as are required to be made or obtained under the issuance Securities Act, and delivery the securities or “blue sky” Laws of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New the shares of Parent Common Stock upon exercise pursuant to this Agreement, and approval of the New Warrantslisting of such Parent Common Stock on the NYSE, (7e) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Company Disclosure Schedule, (f) the issuance of GGO Common Stock upon exercise Required Stockholder Approval, and (g) such filings or notices required under the rules and regulations of the GGO Warrants NYSE and (8) h) such other consent, approvals, filings or registrations the issuance failure of Common Stock upon exercise of which to be made or obtained would not, individually or in the Warrants and aggregate, reasonably be expected to have a Company Material Adverse Effect, no consents or approvals of, filings or registrations with, or notices to any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable exchange or self-regulatory organization, including FINRA (iieach a “Governmental Entity”), are necessary in connection with (i) the execution and delivery by the Company or SCCII of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by the Company of the Approval Order), (B) filings required under, Merger 1 and compliance with (other than shareholder approval requirements in respect by SCCII of the issuance of the Warrants), the applicable requirements of the Exchange Act Merger 2 and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals. Except for (a) No consent, approval, authorization, order, registration or qualification of or the filing with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery SEC of the New Warrants, (2) the issuance, sale Form S-4 and delivery declaration of Shares, (3) the issuance and delivery effectiveness of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderForm S-4, and the expirationsuch reports under Sections 12, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order13(a), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants13(d), the applicable requirements 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, the Support and Standstill Agreements, the Registration Rights Agreement and the rules transactions contemplated hereby and regulations promulgated thereunderthereby, and obtaining from the Securities SEC such orders as may be required in connection therewith, (b) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, as applicable, (c) any notices or filings under the HSR Act and the rules and regulations promulgated termination or expiration of any applicable waiting period thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizationsfilings or registrations as may be required under any foreign antitrust, ordersmerger control or competition Laws, registrations or qualifications that, if not obtained, (d) such filings and approvals as are required to be made or givenobtained under the Securities Act, would not reasonably and the securities or “blue sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, and approval of the listing of such Parent Common Stock on the NYSE, (e) such filings, consents and approvals of Governmental Entities as may be expectedset forth on Section 5.4 of the Parent Disclosure Schedule, (g) adoption of this Agreement by the written consent of the sole stockholders of Merger Sub 1 and Merger Sub 3 and the sole member of Merger Sub 2 and (g) such filings or notices required under the rules and regulations of the NYSE the failure of which to be made or obtained, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or any Merger Sub of this Agreement and (ii) the consummation by Parent or any Merger Sub of any of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries, of this Agreement or and the Plan and performance of and other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Backstop Participant with its obligations hereunder and thereunder), except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Backstop Order authorizing the Company and the expirationDebtor Subsidiaries to perform their Postpetition Obligations under this Agreement, or waiver by (ii) the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation OrderOrder authorizing the Company and the Debtor Subsidiaries to perform their Postpetition Obligations under this Agreement, as applicable (except with respect to (iiii) the issuance entry of the Warrants Cash Collateral Orders authorizing the Company and (ii) the provisions of the Approval Order)Debtor Subsidiaries to perform its Postpetition Obligations under this Agreement, (Biv) filings required underfilings, and compliance with (other than shareholder approval requirements in respect of if any, pursuant to the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, (v) the filing of Articles of Conversion with the Maryland State Department of Assessments and regulations promulgated thereunderTaxation, the Securities Act filing with the Secretary of State of the State of Delaware of a Certificate of Conversion and the rules and regulations promulgated thereunderCertificate of Incorporation, and the rules filing of any other corporate documents with applicable state filing agencies applicable to the New York Stock ExchangeCompany and the Debtor Subsidiaries, and (Cvi) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, “Blue Sky” laws in connection with the purchase of the Backstop Shares by the Backstop Participants and the issuance of the Rights and the Reorganized Key Common Stock pursuant to the exercise of the Rights and (vii) any other Applicable Consent the failure of which to obtain would not reasonably be expectedexpected to constitute, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Except as specifically set forth in Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain any consent, approvalwaiver, authorizationauthorization or order of, orderor make any filing or registration with, registration any court or qualification of other federal, state, local or other governmental authority or other person in connection with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance execution, delivery and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company of this Agreement or the Plan Registration Rights Agreement, except for (i) the filings of the Certificates of Amendment with respect to the Shares with the Secretary of State of New York, which filings shall be effected prior to the Initial Series G Closing Date, the Series H Closing Date, the Series I Closing Date and performance Series J Closing Date, as appropriate, (ii) the filing of and compliance the registration statements contemplated by the Company Registration Rights Agreement (the "Underlying Shares Registration Statements") with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy CodeSEC, which shall be contained filed in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period time periods set forth in Bankruptcy Rule 3020(ethe Registration Rights Agreement, (iii) following entry applications for the listing of the Confirmation OrderUnderlying Shares and the Warrant Shares with the Nasdaq Small Cap Market, as applicable and (except with respect iv) other than, in all other cases, where the failure to (i) obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the issuance ability of the Warrants Company to effect the Series G Closings, the Series H Closing, the Series I Closing or the Series J Closing and to deliver to the Purchaser the Shares (ii) the provisions and, upon conversion of the Approval Order)Shares, the Underlying Shares) or the Warrants (B) filings required underand, and compliance with (other than shareholder approval requirements in respect of the issuance upon exercise of the Warrants), the applicable requirements of Warrant Shares) in the Exchange Act manner contemplated hereby and the rules Registration Rights Agreement free and regulations promulgated thereunder, clear of all liens and encumbrances of any nature whatsoever (together with the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvalswaivers, authorizations, orders, registrations or qualifications thatnotices and filings referred to in Section 2.1(f) and Schedule 2.1(f), if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect"Required Approvals").

Consents and Approvals. (a) No consentEach of ABX and Cargo shall cooperate and use its respective commercially reasonable efforts to (i) take, approvalor cause to be taken, authorizationall appropriate action, orderand do, registration or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law or otherwise to consummate the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entity having jurisdiction over the Company Authorities any consents, licenses, permits, waivers, clearances, approvals, authorizations or any of its Subsidiaries orders required to be obtained or made by ABX, Acquisition or Cargo or any of their respective properties is required for Affiliates, (i) (1) including, without limitation, those in connection with the issuance HSR Act and any other Required Governmental Approvals), in connection with the authorization, execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein by this Agreement, (iii) make or cause to be made the applications or filings required to be made by ABX, Acquisition and thereinCargo or their respective Affiliates under or with respect to the HSR Act, except any Required Governmental Approvals or any other Applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and pay any fees due in connection with such applications or filings, as promptly as is reasonably practicable, (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act, any Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by ABX or Cargo or any of their respective Affiliates from the Federal Trade Commission or the DOJ or any other Governmental Authority in connection with such applications or filings and (v) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by, ABX or Cargo, as the case may be, in connection with making (A) such authorization as is required by the Bankruptcy Court any filing under or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants HSR Act, any other Required Governmental Approvals or any such other Applicable Laws and (ii) the provisions of the Approval Order), (B) filings required underany filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each of ABX and Cargo shall promptly inform the other of any material communication with, and compliance any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. Notwithstanding anything herein to the contrary, it is understood and agreed that ABX shall be responsible for preparing and filing (with (other than shareholder approval requirements the cooperation and assistance of Cargo as reasonably requested by ABX) any filing with the DOT required in respect connection with the authorization, execution and delivery of this Agreement and the consummation of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for Other than (i) (1) the issuance and delivery of the New WarrantsBank Act Approval, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution Competition Act Approval, (iii) the Mutual Fund and delivery Securities Regulatory Approvals, (iv) the approval of the Dutch Central Bank (De Nederlandsche Bank), (v) the approval, to the extent required, of the Superintendent of Financial Institutions (Canada) in respect of, inter alia, the redemption of the Bank’s Subordinated Notes and transfers or use of agreed Intellectual Property Rights and other assets by the Company Bank to the applicable Seller in connection with the Share Sale (the “Bank OSFI Approval”) and (vi) such other Consents, authorizations, filings, approvals and registrations which if not obtained or made would not, individually or in the aggregate, be material to the Sellers and their Affiliates taken as a whole (the approvals and consents in clauses (ii) through (vi), collectively, the “Seller Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary on the part of the Sellers or the Target Companies in connection with the Sellers’ execution, delivery or performance of this Agreement or and the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof Ancillary Agreements to which either Seller is a party, and the consummation of the transactions contemplated herein hereby or thereby. A detailed list of the Consents, authorizations, filings and thereinapprovals referred to in clause (vi) of the definition of the term “Seller Regulatory Consents”, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Sellers and their respective Subsidiaries as of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, date hereof is disclosed in Section 5.02(f) of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Seller Disclosure Schedule. As of the Confirmation Orderdate of this Agreement, as applicable (except neither the Sellers nor any of their respective Affiliates has received any indication from any Governmental Authority that such Governmental Authority would oppose or refuse to grant or issue its consent or approval, if required, with respect to (i) the issuance transactions contemplated hereby and by the Ancillary Agreements or has knowledge of any reason why all necessary Seller Regulatory Consents would not be received in order to permit consummation of the Warrants transactions contemplated hereby and (ii) by the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have Ancillary Agreements on a Material Adverse Effecttimely basis.

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries subsidiaries, or any of their respective properties party to any Material Contract, is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery Rights Offering Shares upon exercise of the WarrantsSubscription Rights, (4) the issuance, sale and delivery of the GGO Shares, (5) Backstop Shares or the issuance and delivery of the GGO Warrants, (6) the issuance shares of New Common Stock upon exercise Equity pursuant to the Backstop Equity Premium, the consummation of the New Warrants, (7) Rights Offering by the issuance of GGO Common Stock upon exercise of the GGO Warrants Reorganized Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Expense Reimbursement as required herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Confirmation Order and the Backstop Approval Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)filings, if any, (Bx) filings required underpursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)as amended, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the “HSR Act”) and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (y) pursuant to any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), the Securities and Exchange Act of 1934, as amended, and the rules of and regulations promulgated thereunder (the New York Stock Exchange“Exchange Act”), and any other applicable U.S. state or federal securities laws, (Ciii) the filing of any other documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, (iv) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or “Blue Sky” laws in connection with the offer and sale of the Rights Offering Shares, the Backstop Shares and the Backstop Equity Premium, and (v) such consents, approvals, authorizations, registrations or qualifications thatthe absence of which have not had, if not obtained, made or given, and would not reasonably be expectedexpected to result in, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. The consents, approvals and authorizations set forth on Schedule 3.2(b), Schedule 3.6, Schedule 4.2(b) and Schedule 9.2 shall have been obtained and the filings and notifications set forth on Schedule 4.2(c) shall have been made; provided, however, that if Virtua-West Jersey Health System, as lessor under the Marlton Ground Lease (aas defined in Schedule 3.16(a)) No consent(the "Lessor"), approvalshall either (A) have exercised, authorizationprior to the Closing, orderthe Lessor's option (the "Lessor Option") under Section 5(B) of the Marlton Ground Lease with regard to the lessee's interest in the Marlton Ground Lease in accordance with the terms thereof, registration or qualification of or with any Governmental Entity having jurisdiction over (B) have failed to deliver to Seller written notice that Lessor is exercising its rights under the Company or any of Lessor Option, then Seller shall have the option, exercisable in its Subsidiaries or any of their respective properties is required for sole discretion, to either (i) proceed with the Closing with respect to the Acquired Subsidiary Interests that are not Marlton Facility Related Acquired Subsidiary Interests (1to the extent the conditions set forth in this Article X have been satisfied or waived by Seller with respect to such Acquired Subsidiary Interests) and suspend Purchaser's rights and obligations to purchase the issuance and delivery Marlton Facility Related Acquired Subsidiary Interests until (x) such time as the Lessor consummates the purchase of the New WarrantsMarlton Facility pursuant to such Lessor Option (in which event neither Purchaser nor Seller shall be under any further obligation under this Agreement with respect to the purchase and sale of such Marlton Facility Related Acquired Subsidiary Interests) or (y) such time as Lessor abandons its rights under such Lessor Option or the Lessor's rights thereunder are otherwise terminated and Purchaser shall have received evidence, reasonably satisfactory to Purchaser, of such abandonment or termination (2) in which event the issuance, sale and delivery of Shares, (3) parties shall proceed to the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Closing with respect to such Marlton Facility Related Acquired Subsidiary Interests); (ii) the execution and delivery by the Company of elect to terminate this Agreement or the Plan and performance of and compliance by the Company with respect to all of the provisions hereof Acquired Subsidiary Interests, in which event Seller agrees to reimburse Purchaser (including Highmark Healthcare, LLC) for its reasonable third party costs and thereof and the consummation of expenses (including legal fees) incurred in connection with the transactions contemplated herein under this Agreement since May 10, 2004 upon receipt by Seller from Purchaser and thereinHighmark Healthcare, except (A) LLC of a statement setting forth in reasonable detail the nature of all such authorization as is required by costs and expenses, the Bankruptcy Court or the Bankruptcy Code, which shall be contained reimbursement of such costs and expenses not to exceed $500,000 in the entry of aggregate; or (iii) in the relevant Court Order, and event Lessor shall have failed to deliver notice to Seller that Lessor is exercising the expiration, or waiver by the Bankruptcy Court, of the 14-day period Lessor Option as set forth in Bankruptcy Rule 3020(eclause (B) following entry of above, proceed with the Confirmation Order, as applicable (except Closing with respect to the Acquired Subsidiary Interests (iincluding the Marlton Facility Related Acquired Subsidiary Interests) (to the issuance of extent the Warrants and (ii) the provisions of the Approval Orderconditions set forth in this Article X have been satisfied or waived by Seller with respect to such Acquired Subsidiary Interests), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderBCA Approval Order authorizing the Company and MPM to execute and deliver this Agreement and perform the BCA Approval Obligations, and (b) the expiration, or waiver by the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eBCA Consummation Approval Order authorizing the Company and MPM to perform each of its other obligations hereunder, (c) following the entry of the Confirmation Order, as (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ce) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offerings Shares pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock in satisfaction of Votable Claims pursuant to the Plan, the issuance of New Common Stock as payment of the Commitment Premium and the issuance of shares of Intermediate HoldCo Common Stock and Top HoldCo Common Stock in the Internal Reorganization, and (f) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expected, individually or in expected to be material to the aggregate, to have Company and its Subsidiaries taken as a Material Adverse Effectwhole.

Consents and Approvals. No Consents of or from, or filings or registrations with, any Governmental Entity or with any third Person are necessary in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, except for (a) No consentsuch Consents set forth in Section 5.4 of the Parent Disclosure Letter, approval(b) any Consents from, authorizationor registrations, orderdeclarations, registration notices or qualification of filings made to or with any Governmental Entity having jurisdiction over the Company (other than with respect to securities, antitrust, competition, trade regulation or similar laws), or any Consents from Parent stockholders, in each case as may be required in connection with this Agreement, the Merger, the Parent Stock Issuance, the Parent Reverse Split or the Parent Authorized Shares Increase, or the other transactions contemplated by this Agreement, (c) the filing with the SEC of its Subsidiaries the Form S-4 and the Joint Proxy Statement/Prospectus as well as any other filings required to be made with the SEC pursuant to the Securities Act or any the Exchange Act, (d) the filing of their respective properties is the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (e) such filings and approvals as may be required for to be made under the state blue sky or securities laws or various states in connection with the Parent Stock Issuance, (f) such filings as may be required to (i) (1) cause the issuance and delivery shares of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Parent Common Stock upon exercise to be issued pursuant to the Parent Stock Issuance to be approved for listing on the NASDAQ and the shares of the New Warrants, (7) the issuance of GGO Parent Common Stock upon exercise of generally to be approved for initial listing on the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants NASDAQ under NASDAQ Listing Rule 5110(a) and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is if required by the Bankruptcy Court or NASDAQ, receive all necessary approval for the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Merger and the expiration, or waiver other transactions contemplated by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants this Agreement under NASDAQ Listing Rules 5635 and (ii) the provisions of the Approval Order5110(a), (Bg) other consents or approvals of, or filings required underor registrations with, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchangeany Governmental Entity or third parties, and (Ch) such other consents, approvals, authorizations, orders, registrations or qualifications that, Consents which if not obtained, obtained or made or given, would not be reasonably be expectedexpected to result in, individually or in the aggregate, to have a Parent Material Adverse Effect.

Consents and Approvals. Except for (a) No consentthe filing with the SEC of the Proxy Statement and declaration of effectiveness of Registration Statements, approvaland any filings required under applicable state securities or “blue sky” Laws, authorization(b) the filing of the articles of share exchange and other appropriate documents as required by the VSCA and the issuance by the Virginia State Corporation Commission of the certificate of share exchange pursuant to the VSCA, order(c) receipt of the PRISA Shareholder Approval and the PRISA Warrant Approvals and/or PRISA Rights Offer Approvals, as applicable (d) the registration with and verification by the CNMV of the PRISA Prospectuses, (e) the filing of the Deed of In-Kind Capital Increase against contribution in kind declaring that the capital increase has been subscribed by the shareholders of Liberty Virginia, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by PRISA in the Share Exchange, (f) the filing of the Deed of Subscription Capital Increase against a contribution in cash, (g) the registration of the PRISA Shares and the PRISA Class A Ordinary Shares to be issued in connection with the PRISA Rights Offer, if any, in book entry form with the SIBE, (h) the authorization of the listing of PRISA Shares and the PRISA Class A ordinary Shares to be issued in connection with the PRISA Rights Offer, if any, on the SIBE by the CNMV and the Managing Companies of the Spanish Stock Exchanges and (i) the filing with and approval of the Selected Stock Exchange for admission to listing, subject to issuance, of the PRISA ADS-As and the PRISA ADS-NVs on such exchange, no consents or qualification approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) are necessary in connection with the execution and delivery by the Company PRISA of this Agreement or any Ancillary Agreement to which it is a party, the Plan consummation by PRISA of the transactions contemplated hereby and performance of thereby and compliance by the Company PRISA with all any of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereinthereof, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect those the failure of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations which to obtain or qualifications that, if not obtained, made or given, make would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on PRISA.

Consents and Approvals. Except for (a) No consentthe filing of applications, approvalfilings and notices, authorizationas applicable, orderwith Nasdaq, registration (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the OCC and the DFI and the approval of such applications, filings and notices, (c) the filing of any required applications, filings or qualification notices with any other banking or other regulatory authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and the approval of such applications, filings and notices, (d) the filing of any applications, filings or notices under the HSR Act, if required, (e) the filing with the SEC of the Proxy Statement and the S-4, and declaration of effectiveness of the S-4, (f) the filing of the Articles of Merger with the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, and the filing of the Bank Merger Certificates, (g) if the Preferred Stockholder Matter is approved by the holders of the Company Preferred Stock, the filing with the Ohio Secretary of State of such amendments to the Parent Articles as are required to fix the terms of the New Parent Preferred Stock substantially in the form set forth in Exhibit A (such amendment, the “Parent Charter Amendment”) and (h) 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 Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) on Nasdaq, no consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Parent and Intermediary of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions consummation by Parent and Intermediary of the Approval OrderMerger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, neither Parent nor Intermediary is aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis. No vote or other approval of the shareholders or any other securityholders of Parent is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereof (B) filings required under, and compliance with (other than shareholder approval requirements in respect of including the issuance of Parent Common Stock and New Parent Preferred Stock) in accordance with the Warrants)terms hereof, whether by reason of applicable law, the applicable organizational documents of Parent, the rules or requirements of the Exchange Act and the rules and regulations promulgated thereunderany exchange, the Securities Act and the rules and regulations promulgated thereunder, and the rules or otherwise. Table of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.Contents

Consents and Approvals. (ai) No consentEach of Buyer, approval, authorization, order, registration or qualification of or with the Company and the Sellers shall use its commercially reasonable efforts to (i) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by the Company Company, Sellers or any of its Subsidiaries Buyer or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding, without limitation, those in connection with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (1) in connection with the issuance authorization, execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein hereby, (ii) promptly, but in no event later than one (1) Business Day after execution of this Agreement, make or cause to be made the applications or filings required to be made by Buyer, the Company, the Sellers or any of their respective Subsidiaries under or with respect to the HSR Act (which such filings shall include requesting early termination of the waiting period under or with respect to the HSR Act) or any other applicable laws in connection with the authorization, execution and thereindelivery of this Agreement and the consummation of the transactions contemplated hereby, except (iii) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other applicable laws for additional information, documents or other materials received by Buyer, the Company, the Sellers or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the transactions contemplated hereby and (iv) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) such authorization as is required by the Bankruptcy Court any filing under or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants HSR Act or any such other applicable laws and (ii) the provisions of the Approval Order), (B) filings required underany filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each of Buyer, the Company and the Sellers shall furnish to the other party all information necessary for any such application or other filing to be made in connection with the transactions contemplated hereby. Each of Buyer, the Company and the Sellers shall promptly inform the other Parties hereto of any material communication with, and compliance any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If any of Buyer, the Company or any Seller hereto intends to independently participate in any meeting with (other than shareholder approval requirements any Governmental Authority in respect of any such filings, investigation or other inquiry, then such Party shall give the issuance other Parties reasonable prior notice of such meeting and invite representatives of the Warrants)other Parties to participate in the meeting with the Governmental Authority unless prohibited by such Governmental Authority. Buyer, the applicable requirements of the Exchange Act Company and the rules Sellers shall coordinate and regulations promulgated thereundercooperate with one another in connection with any analyses, the Securities Act appearances, presentations, memoranda, briefs, arguments, opinions and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, proposals made or givensubmitted by or on behalf of any Party in connection with all meetings, would not reasonably be expected, individually actions and proceedings under or in the aggregate, relating to have a Material Adverse Effectany such application or filing.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery distribution of the New WarrantsRights, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery Shares upon exercise of the WarrantsRights and to the Investor hereunder, (4) the issuance, sale and delivery of the GGO Shares, (5) Purchased Shares to the issuance Investor hereunder and delivery the consummation of the GGO Warrants, (6) Rights Offering by the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or and the Amended Plan and performance of and compliance by the Company with all of the provisions hereof and thereof thereof, including without limitation the payment of the Backstop Fee, the Expiration Time Fee, the Termination Fee (as defined in Section 10(d)) and the Transaction Expenses as provided for herein, and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Orders and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(g) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, registration under the Securities Act (as defined in Section 3(i)) of resales of the ECA Shares, (iii) filings with respect to and the rules and regulations promulgated thereunder, and the rules expiration or termination of the New York Stock Exchangewaiting period under the HSR Act relating to the sale of ECA Shares to the Investor hereunder, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the New York Stock Exchange (“NYSE”) or the Nasdaq Global Market (“Nasdaq”) rules and regulations in order to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of ECA Shares by the Investor or (z) the absence of which will not obtained, made have or given, would could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No material consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company Exide or any of its Subsidiaries or any of their respective properties (each an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company Exide and, if applicable, its Subsidiaries of this Agreement or Commitment Agreement, the Plan and performance of and the other Plan Transaction Documents, the compliance by the Company Exide and, if applicable, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, including the Rights Offering, except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Rights Offering Procedures Order, and (ii) the expiration, or waiver by the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eBCA Approval Order authorizing Exide to execute and deliver this Commitment Agreement and perform its obligations hereunder and authorizing Exide to perform each of its other obligations hereunder, (iii) following the entry of the Confirmation Order, as applicable (except with respect iv) filings, if any, pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderexpiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Securities Act transactions contemplated by this Commitment Agreement, (v) the filing with the Secretary of State of the State of Delaware of the Exide Certificate of Incorporation and the rules and regulations promulgated thereunderfiling of any other corporate documents with applicable state filing agencies, and the rules of the New York Stock Exchange, and (Cvi) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws in connection with the purchase of the Primary Notes and the Backstop Notes by the Backstop Parties, if not obtainedthe issuance of the Fee Shares and the Fee Notes to the Backstop Parties and the issuance of the Rights and the Rights Offering Notes pursuant to the exercise of the Rights, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectand (vii) any other Applicable Consent.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties (each an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and thereintherein (including compliance by each Backstop Party with its obligations hereunder and thereunder), except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court OrderBCA Consummation Approval Order authorizing the Company to execute and deliver this Agreement and perform each of its other obligations hereunder, and (ii) the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect iii) filings, if any, pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange HSR Act and the rules and regulations promulgated thereunderexpiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Securities Act and transactions contemplated by this Agreement, (iv) the rules and regulations promulgated thereunderfiling of the Certificate of Incorporation with the relevant state or national agency, and the rules filing of any other corporate documents with applicable state filing agencies applicable to the New York Stock Exchangeother Debtors, and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made as may be required under state securities or given, “blue sky” laws in connection with the purchase of the Unsubscribed Shares by the Backstop Parties and the issuance of the Subscription Rights and the Rights Offering Shares pursuant to the exercise of the Subscription Rights and (vi) any other Applicable Consent the failure of which to obtain would not have or reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court PPA and BCA Approval Order authorizing the Company to enter into this Agreement and perform the PPA and BCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of Common Shares as payment of the Backstop Commitment Premium and the Backstop Ticking Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties Property (each an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, its Subsidiaries, of this Agreement or and each other Definitive Document, the Plan and performance of and compliance by the Company and, to the extent relevant, its Subsidiaries, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Disclosure Statement Order, and (b) the expirationentry of an order approving the Rights Offering Procedures, or waiver by (c) the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eApproval Order, (d) following the entry of the Confirmation Order, as applicable (except with respect to (ie) the issuance entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Warrants and (ii) the provisions of the Approval Order)Chapter 11 Cases from time to time, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights and the issuance of the Rights Offering Shares pursuant to the exercise, if any, of the Subscription Rights, and (g) (1) filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable filing, notification, authorization, approval, consent, clearance, waiting period or waiver under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, and (2) any other governmental notifications, filings, consents, waivers, waiting periods and approvals, if any, required for the consummation of the transactions contemplated by this Agreement, the RSA and the Plan, which, in each case in respect of clauses (1) and (2) of this Section 4.3(g), if not made or obtained, made or given, would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact the Company or the Commitment Parties’ performance of their obligations under this Agreement or any other Definitive Document to which the Company or the Commitment Parties are a party, as reasonably determined and agreed by the Company and the Requisite Commitment Parties upon advice of counsel as of the date of this Agreement, and which have been discussed between Akin Gump and counsel to the Company prior to the date of this Agreement ((1) and (2) collectively, the “Reasonable Approvals”), and (h) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Consents and Approvals. None of the Seller, any Newbury Fund or any Newbury Fund Upper-Tier Entity is required to obtain any (a) No consent, approval, authorization, order, registration Governmental Approval or qualification of or (b) Consent in connection with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and any other Transaction Document to which it is a party or the consummation of the transactions contemplated herein and thereinhereby or thereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry for applicable requirements of the relevant Court OrderHSR Act, (ii) for compliance with any applicable securities Laws, and the expiration, or waiver by the Bankruptcy Court, (iii) as otherwise set forth on Schedule 3.04 of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Disclosure Letter. Schedule 3.04 of the Confirmation OrderDisclosure Letter contains a true, as correct and complete description of (x) each Consent required from the Investors (or advisory board or similar body of Investors authorized to provide such Consent in accordance with the applicable Newbury Fund’s Organizational Documents) (except including the threshold number or percentage in interests of such Investors) with respect to each Newbury Fund necessary in connection with the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (the “Fund Consents”), including for purposes of approving any “assignment” (within the meaning of the Advisers Act) of any Advisory Agreement, and (y) each Consent required from the Fund Lenders in accordance with the each of the NEP III Fund Credit Facility Agreement, NEP IV Fund Credit Facility Agreement and NEP V Fund Credit Facility Agreement, in each case, in connection with the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (the “Fund Lender Consents”). If the Fund Consents, the Fund Lender Consents and the Consents set forth on Schedule 3.04 of the Disclosure Letter are obtained, then neither the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Seller, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the giving of notice, the lapse of time, or both, violate or result in a breach or default under (i) the issuance Organizational Documents of the Warrants and Seller, (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)any material respect, the Organizational Documents of any Newbury Fund Upper-Tier Entity or the Fund Documents of any Newbury Fund or (iii) the applicable requirements Fund Credit Facility Agreements with respect to each of the Exchange Act NEP III, NEP IV and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.NEP V.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries Debtor or any of their respective properties properties, or any party to any Material Contract (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company any Debtor of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the Company any Debtor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Backstop Order authorizing each of PCHI and the other Debtors to execute and deliver this Agreement and perform its obligations hereunder, (b) the entry of the Confirmation Order authorizing PCHI and the other Debtors to perform each of their respective obligations under the Plan, (c) the entry of the Disclosure Statement Order, and the expiration, or waiver (d) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect Chapter 11 Cases from time to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)time, (Be) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Notes and Unsubscribed Shares by the Commitment Parties, the issuance of New Common Stock and New Second Lien Notes in connection with the DIP Non-Cash Takeout Option (if any), the issuance of the Subscription Rights, the issuance of the Subscription Shares and Subscription Notes pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock in satisfaction of Secured Notes Claims pursuant to the Plan, and the issuance of New Common Stock and New Second Lien Notes as payment of the Backstop Commitment Premium, (g) the filing of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies and (h) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the filing with the Securities and Exchange Commission (1the “SEC”) of a proxy statement in definitive form relating to the issuance meetings of SuperMedia’s stockholders and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of Dex’s stockholders to be held in connection with this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein by this Agreement (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and thereinof a registration statement on Form S-4 (together with any amendments or supplements thereto, except (Athe “Form S-4”) such authorization in which the Joint Proxy Statement will be included as is required by the Bankruptcy Court or the Bankruptcy Codea prospectus, which shall be contained in the entry and declaration of effectiveness of the relevant Court OrderForm S-4, and the expirationsuch reports under Sections 12, or waiver by the Bankruptcy Court13(a), 13(d), 13(g) and 16(a) of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry Securities Exchange Act of the Confirmation Order1934, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) as may be required in connection with this Agreement, and the transactions contemplated hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (ii) the filing of the SuperMedia Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (iv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (collectively, the “Securities Act”), and the rules securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Newco Common Stock pursuant to this Agreement, and approval of the listing of such Newco Common Stock on the New York Stock ExchangeExchange (“NYSE”) or the NASDAQ Stock Market (the “NASDAQ”), (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 3.4 of the SuperMedia Disclosure Schedule, (vi) the SuperMedia Stockholder Merger Approval (or, if the Mergers are to be effected through Chapter 11 Cases with respect to SuperMedia, the SuperMedia Stockholder Plan Approval), (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, (viii) if the Mergers are to be effected though Chapter 11 Cases with respect to SuperMedia, such filings (including a chapter 11 plan of reorganization and disclosure statement) and consents as are required under the Bankruptcy Code to cause the Chapter 11 Cases to be commenced and consummated, and (Cix) such other consents, approvals, authorizations, orders, filings or registrations or qualifications that, if not obtained, the failure of which to be made or given, would not reasonably be expectedobtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on SuperMedia, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental agency, authority or instrumentality, domestic or foreign, or applicable self-regulatory organization (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by SuperMedia of this Agreement and (B) the consummation by SuperMedia of the Mergers and the other transactions contemplated by this Agreement.

Consents and Approvals. (a) No consentSubject to Section 6.1(a), approvalPurchaser will file the application for any Purchaser’s Required Regulatory Approvals and any Facilities Permits and Seller will file Seller’s Required Regulatory Approvals, authorizationin each case, orderno later than March 30, registration 2021, unless a later date is mutually agreed to by Purchaser and Seller (each, an “Applicant” as applicable); provided, that in 39 the event that a Purchaser’s Required Regulatory Approval or qualification a Seller’s Required Regulatory Approval would reasonably expire prior to the Closing Date if such filing occurs prior to March 30, 2021, then the Parties shall make Commercially Reasonable Efforts to select a reasonable date for such filing but in all events to ensure that such approvals will be received by, and will continue to be effective on, December 31, 2024. Subject to Section 6.1(a), Purchaser shall be responsible for obtaining all of Purchaser’s Required Consents, Purchaser’s Required Regulatory Approvals and Facilities Permits and Seller shall be responsible for obtaining all of Seller’s Required Consents and Seller’s Required Regulatory Approvals. As promptly as practicable after the date of this Agreement, each Applicant shall use Commercially Reasonable Efforts to take all necessary actions to obtain the same, shall diligently prosecute all applications and shall coordinate with the other Party and afford the other Party the opportunity to review all filings; provided that no Party shall make application to FERC pursuant to sections 203 or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery 205 of the New WarrantsFederal Power Act prior to January 1, (2) 2023, or such other date as mutually agreed to by the issuance, sale and delivery of Shares, (3) Parties. The other Party will use Commercially Reasonable Efforts to support the issuance and delivery application filings of the Warrants, (4) the issuance, sale Applicant and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company both Parties shall otherwise cooperate with all of the provisions hereof and thereof and each other with respect to the consummation of such approvals. Each Party will provide the other with copies of all material written communications from Governmental Authorities relating to the approval or disapproval of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectthis Agreement.

Consents and Approvals. (a) No consentconsents, approvalauthorizations, authorizationpermits or approvals of, orderor filings, registration notifications or qualification of or with registrations with, any Governmental Entity having jurisdiction over Entities are required to be obtained or made by or on behalf of the Company or any of its Subsidiaries in connection with the execution, delivery or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery performance by the Company of this Agreement or the Plan and performance of and compliance by the Company with all consummation of the provisions hereof Merger and thereof the other transactions contemplated hereby, except for: (i) the OCS Notice, (ii) the filings and other Approvals as may be required under the Exchange Act, (ii) the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the transactions contemplated herein Merger and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants Certificate of Merger by the Companies Registrar, (iii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any receipt of authorization, permit or approval required under any other applicable foreign competition Laws as set forth in Section 3.4(a)(iii) of the Company Disclosure Schedule and/or the expiration or termination of any applicable waiting periods (iior approval) thereunder, (iv) the provisions of the Approval Order), (B) filings and other Approvals as may be required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and under the rules and regulations promulgated thereunderof NASDAQ, (v) the Securities Act filing of requests for the Options Tax Ruling and the rules Withholding Tax Ruling, (vi) the other consents and regulations promulgated thereunder, and the rules approvals as set forth in Section 3.4(a)(vi) of the New York Stock Exchange, Company Disclosure Schedule and (Cvii) such other consents, authorizations, approvals, authorizationsfilings and registrations, orders, registrations the failure of which to obtain or qualifications that, if not obtained, made or given, make would not have or reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. Except for (a) No consent, approval, authorization, order, registration or qualification the filing with the SEC of or with any Governmental Entity having jurisdiction over a proxy statement in definitive form relating to the Company or any of its Subsidiaries or any of their respective properties is required for DPSG Stockholders Meeting (ithe “Proxy Statement”) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation filing with the SEC of such other reports required in connection with the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required Merger under, and such other compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants)with, the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, (b) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (c) compliance with notices and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and all other applicable domestic or foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”), (d) 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 DPSG Common Stock constituting the Merger Consideration, (e) any notices, applications and filings required under the rules and regulations of the New York Stock ExchangeExchange (the “NYSE”), including the application to the NYSE for the acquisition and issuance of the shares of DPSG Common Stock constituting Merger Consideration for trading thereon, (f) any consents, approvals, orders, authorizations, registrations, transfers, waivers, disclaimers, and filings required solely by reason of DPSG’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other Transactions, and (Cg) such other consents, approvals, orders, authorizations, ordersregistrations, registrations declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or qualifications that, if not obtained, made or given, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Maple Parent Material Adverse Effect, no consents, approvals of, filings or registrations with, or orders, authorizations or authority of any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental authority or instrumentality (each, a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Maple Parent of this Agreement or (ii) the consummation by Maple Parent of the Transactions.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, if applicable, its Subsidiaries of this Agreement or Commitment Agreement, the Plan and performance of and the other Plan Documents, the compliance by the Company and, if applicable, its Subsidiaries with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, including the Rights Offering, except for (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Rights Offering Procedures Order, and (ii) the expiration, or waiver by the Bankruptcy Court, entry of the 14-day period set forth in Bankruptcy Rule 3020(eBCA Approval Order authorizing the Company to execute and deliver this Commitment Agreement and perform its obligations hereunder and authorizing the Company to perform each of its other obligations hereunder, (iii) following the entry of the Confirmation Order, as (iv) filings, if any, pursuant to the HSR Act or any applicable (except notification, authorization, approval or consent under any other Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereundertransactions contemplated by this Commitment Agreement, and the rules expiration or termination of all applicable waiting periods thereunder, (v) the filing with the Secretary of State of the New York Stock ExchangeState of Delaware of the NII Certificate of Incorporation and the filing of any other corporate documents with applicable state filing agencies, and (Cvi) such other consents, approvals or authorizations as may be required under any Communications Law in connection with the transactions contemplated by this Commitment Agreement, (vii) such consents, approvals, authorizations, orders, registrations or qualifications thatas may be required under state securities or Blue Sky laws in connection with the purchase of the Primary Shares and the Backstop Shares by the Backstop Parties and the issuance of the Rights and the Rights Offering Shares pursuant to the exercise of the Rights, and (vii) filings, if not obtainedany, made with any Communications Regulatory Authority as may be required or givennecessary under any Communications Law or any applicable notification, would not reasonably be expectedauthorization, individually approval or consent under any other Communications Law in connection with the aggregatetransactions contemplated by this Commitment Agreement, to have a Material Adverse Effectand the expiration or termination of all applicable waiting periods thereunder.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company respect to Parent or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Merger Sub in connection with the execution and delivery by the Company of this Agreement by Parent and Merger Sub or the Plan consummation by Parent and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation Merger Sub of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Parent; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as applicable (except with respect Delaware pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings required under, the filing of a pre-merger notification report by Parent under the HSR Act and compliance with (other than shareholder approval requirements in respect the expiration or termination of the issuance applicable waiting period; (d) the filing with the SEC of the Warrants), the applicable requirements Registration Statement and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the filing with the NYSE of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and the obtaining from the NYSE of its approvals thereof; (f) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (g) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to Parent, Merger Sub or any Parent Material Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the New York Stock Exchangetransactions contemplated hereby, and except for (Cx) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on Parent, and (y) the valid approval of the Tide West Proposal by the stockholders of Parent.

Consents and Approvals. (a) No The execution and delivery of this Agreement by C Co and Merger Co do not, and the performance of this Agreement by C Co and Merger Co and the consummation by C Co and Merger Co of the Merger, the Share Issuance, the Articles Amendment and the Other Transactions will not, require any consent, approval, authorizationauthorization or permit of, orderor filing with or notification to, registration any supranational, national, provincial, federal, state or qualification of local government, regulatory or with any Governmental Entity having jurisdiction over the Company administrative authority, or any of its Subsidiaries court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any of their respective properties is required Association, except for (i) (1) the issuance and delivery applicable requirements of the New WarrantsSecurities Exchange Act of 1934, as amended (2) the issuance"Exchange Act"), sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all pre-merger notification requirements of the provisions hereof and thereof Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the consummation competition or merger control laws of any other applicable jurisdiction, (iii) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the approval of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Share Issuance and the expirationArticles Amendment by C Co's shareholders (as amended or supplemented from time to time, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order"Proxy Statement"), (Biv) any filings required by, and any approvals required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderof the NYSE, (v) the filing and recordation of appropriate merger documents as required by the DGCL and appropriate documents with the relevant authorities of other states in which C Co or any C Co Subsidiary is qualified to do business, (vi) if required, the Securities Act filing of a Form D with the SEC and any applicable state securities regulatory authorities, (vii) the rules consents, notices and regulations promulgated thereunder, and the rules approvals set forth in Section 3.05(b)(vii) of the New York Stock ExchangeC Co Disclosure Schedule, and (Cviii) any such other consents, approvals, authorizations, orderspermits, registrations notifications, or qualifications thatfilings, if not obtainedthe failure of which to obtain or make, made or given, would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a C Co Material Adverse Effect. C Co has obtained and provided to F Co a true and correct copy of a written commitment from SunTrust Bank and SunTrust Capital Markets, Inc. to provide a new $250 million unsecured term loan, which would replace C Co's existing $200 million unsecured revolving credit facility and provide a funding source for payment of the Special Dividend (the "SunTrust Commitment"). The SunTrust Commitment has not been rescinded or amended in a manner materially adverse to the interests of C Co or F Co, and the SunTrust Commitment remains in full force and effect. C Co is not aware of any facts or circumstances that create a reasonable basis for C Co to believe that C Co will not be able to obtain financing under and in accordance with the SunTrust Commitment.

Consents and Approvals. (a) No consent, approval, authorizationorder or authorization of, orderregistration, registration declaration or qualification of filing with, or permit from, any Governmental Authority is required by or with any Governmental Entity having jurisdiction over the Company or respect to any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Tide West Companies in connection with the execution and delivery by the Company of this Agreement by Tide West or the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof and the consummation Tide West of the transactions contemplated herein and thereinhereby, except for the following: (Aa) any such authorization as is required by consent, approval, order, authorization, registration, declaration, filing or permit which the Bankruptcy Court failure to obtain or the Bankruptcy Codemake would not, which shall be contained individually or in the entry aggregate, have a Material Adverse Effect on Tide West; (b) the filing of the relevant Court Order, and Certificate of Merger with the expiration, or waiver by the Bankruptcy Court, Secretary of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry State of the Confirmation Order, as applicable (except with respect Delaware pursuant to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), DGCL; (Bc) filings required under, the filing of a pre-merger notification report by Tide West under the HSR Act and compliance with (other than shareholder approval requirements in respect the expiration or termination of the issuance applicable waiting period; (d) the filing with the SEC of the Warrants), the applicable requirements Proxy Statement/Prospectus and such reports under Section 13(a) of the Exchange Act and such other compliance with the rules Exchange Act and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, of the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (f) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to any of the New York Stock ExchangeTide West Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and except for (Cw) any such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, Third-Party Consent which the failure to obtain would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse EffectEffect on Tide West, (x) the valid approval of the Tide West Proposal by the stockholders of Tide West, (y) any consent, approval or waiver required by the terms of either Bank Credit Agreement, and (z) any consent, approval or waiver required by the terms of any Tide West Guaranty disclosed on the DISCLOSURE SCHEDULE.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) Neither the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and nor the consummation of the transactions contemplated herein Transactions by the Company and thereinNewco will require any License from, or filing with or notification to, any governmental or regulatory authority, except (Ai) such authorization as is for filings required by under the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Securities Act of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order1933, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)amended, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), (ii) for filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (iii) for filings under state securities or “blue sky” laws, (iv) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and expiration or termination of the waiting period under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (vi) for the filing of the New York Stock ExchangeCertificate of Merger as set forth in Article I hereof, (vii) for the filing of the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or waivers from the relevant governmental entities necessary to transfer ownership of Broadcasting’s Federal Communications Commission (“FCC”) Licenses to Acquiror, and (Cix) where the failure to obtain such other consentsLicenses, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made to make such filings or givennotifications, would not reasonably be expected, individually prevent the Company or in the aggregate, to have Newco from performing its respective obligations under this Agreement without having a Material Adverse EffectEffect on Broadcasting or on the Retained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the foregoing relating to, or arising by reason of, the New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to it.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the Tennessee Department of Financial Institutions and the OCC, (1ii) the issuance filing with the SEC of a Proxy Statement-Prospectus relating to the Company Shareholder Meeting and delivery of the New WarrantsRegistration Statement in which such Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (2iii) the issuance, sale filing of the Articles of Merger with the Tennessee Secretary pursuant to the TBCA and delivery the filing of Sharesthe Bank Mergers Certificates, (3iv) filing with the issuance and delivery NASDAQ of a notification or application of the Warrantslisting of the shares of Purchaser Common Stock to be issued in the Merger, (4v) such filings and approvals as are required to be made or obtained under the issuance, sale and delivery securities or “Blue Sky” laws of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) various states in connection with the issuance of New shares of Purchaser Common Stock upon exercise pursuant to this Agreement, (vi) the approval by the Company’s shareholders required to approve this Agreement under Tennessee law, (vii) the approval of the New Warrants, Plan of Bank Merger by the Company as the sole shareholder of FNBM and (7viii) the issuance of GGO Common Stock upon exercise approval of the GGO Warrants BOW Merger Agreement by the shareholders of BOW in accordance with applicable law and (8) the issuance of Common Stock upon exercise terms of the Warrants and (ii) BOW Merger Agreement, no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the Company in connection with the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance consummation by the Company with all of the provisions hereof and thereof Merger and the consummation other transactions contemplated by this Agreement, including the Bank Mergers. As of the transactions contemplated herein and thereindate hereof, except (A) such authorization as is required by the Bankruptcy Court or Company has no Knowledge of any reason pertaining to the Bankruptcy Code, which shall be contained in the entry Company why any of the relevant Court Order, and approvals referred to in this Section 3.2(f) should not be obtained without the expiration, imposition of any material condition or waiver by the Bankruptcy Court, of the 14-day period set forth restriction described in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval OrderSection 6.2(e), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No Assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties subsidiaries is required for (i) (1) the distribution of the Subscription Rights, the sale, issuance and delivery of the New WarrantsEquity Rights Offering Securities upon exercise of the Subscription Rights, (2) the issuance, sale and delivery of SharesUnsubscribed Shares to the Backstop Parties hereunder, (3) the issuance and delivery consummation of the Warrants, (4) Equity Rights Offering by the issuance, sale Reorganized CRC and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company them with all of the provisions hereof and thereof (including payment of the Backstop Commitment Premium and Transaction Expenses of the Backstop Parties as required herein) and the consummation of the transactions contemplated herein hereby and thereinthereby, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Confirmation Order and the Backstop Commitment Agreement Order, and the expiration, or waiver (i) entry by the Bankruptcy Court, or any other court of competent jurisdiction, or orders, as may be necessary in the 14-day period Chapter 11 Cases from time to time and consistent with the consent rights set forth in Bankruptcy Rule 3020(ethe RSA, (iii) following entry filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the Confirmation Ordertransactions contemplated by this Agreement, as applicable (except with respect to (i) the issuance filing of any other corporate documents in connection with the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement with applicable state filing agencies, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Ci) such other consents, approvals, authorizations, ordersregistrations or qualifications as may be required under foreign securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Equity Rights Offering Securities, Unsubscribed Shares and the Backstop Commitment Premium, and (i) such consents, approvals, authorizations, registrations or qualifications that, if not obtained, made or given, the absence of which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Consents and Approvals. (a) No consentconsents or approvals of, approvalwaivers by, authorizationnotices to, order, registration or qualification of filings or registrations with any Governmental Entity having jurisdiction over are required to be obtained, given, or made by BancShares, Merger Sub, or FCB in connection with the Company execution, delivery, or any performance of its Subsidiaries this Agreement by BancShares, Merger Sub, and FCB, or any the execution, delivery, or performance of their respective properties is required for the Bank Merger Agreement by FCB, or the consummation by BancShares, Merger Sub, and FCB of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and Regulatory Approvals; (ii) the execution filing of the Articles of Merger with the North Carolina Secretary of State, the filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, and delivery by the Company filing of the Bank Merger Certificates; (iii) such other filings, registrations, consents, declarations, and approvals as are required to be made or obtained under or pursuant to applicable federal or state securities Laws; (iv) the approval of this Agreement or by FCB as the Plan sole shareholder of Merger Sub in accordance with the articles of incorporation and performance bylaws of Merger Sub and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Orderapplicable Law, and the expiration, or waiver by the Bankruptcy Court, approval of the 14-day period set forth Bank Merger Agreement by BancShares as the sole shareholder of FCB in Bankruptcy Rule 3020(e) following entry accordance with the charter and bylaws of the Confirmation Order, as FCB and applicable (except with respect to (i) the issuance of the Warrants Law; and (iivii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizationswaivers, ordersnotices, filings, and registrations the failure of which to obtain, give, or qualifications that, if not obtained, made or given, make would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect.material impact on BancShares or FCB or their Subsidiaries or, after the Mergers and the Bank Merger, the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, BancShares does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 5.2(e) will not be obtained or received in a timely manner. 42

Consents and Approvals. (a) No consentEach of the Company, approvalParent and Merger Sub shall use its reasonable best efforts to (i) take, authorizationor cause to be taken, orderall appropriate action, registration and do, or qualification of cause to be done, all things necessary, proper or with advisable under any Applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, but in no event later than the End Date, (ii) obtain from any Governmental Entity having jurisdiction over Authority any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by Parent, Merger Sub or the Company or any of its Subsidiaries or any of their respective properties is required for Subsidiaries, or avoid any action or proceeding by any Governmental Authority (iincluding, without limitation, those in connection with the HSR Act and any other antitrust or competition Applicable Law or regulation) (1) the issuance “Required Governmental Approvals”), in connection with the authorization, execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein hereby, (iii) make or cause to be made the applications or filings required to be made by Parent, Merger Sub or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, which filing shall be made within ten (10) Business Days of the date hereof, any other applicable Required Governmental Approvals or any other Applicable Law in connection with the authorization, execution and thereindelivery of this Agreement and the consummation of the transactions contemplated hereby, except (iv) comply at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the transactions contemplated hereby, and (v) permit the other party to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed material written or oral communication with any Governmental Authority including all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) such authorization as is required by the Bankruptcy Court any material communication or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, filing under or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants HSR Act, any other Required Governmental Approvals or any such other Applicable Law and (ii) the provisions of the Approval Order), (B) filings required underany material communications, filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each party shall not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless, to the extent permitted by Applicable Law, it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein. To the extent permitted by Applicable Law, each party shall promptly notify the other of, and compliance if in writing, furnish the other with (other than shareholder approval requirements copies of any material communications from, with, or to any Governmental Authority in respect connection with the transactions contemplated hereby; provided however, that such materials may be redacted as necessary to address reasonable legal privilege or confidentiality concerns and/or to remove references concerning valuation of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.63

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or Agreement, the Plan and performance of and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court EPCA Approval Order authorizing the Company to execute and deliver this Agreement and perform the EPCA Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws or, if and as applicable required or otherwise deemed advisable by the relevant Parties after good faith discussions, under the CFIUS Statute or any similar foreign investment (except or foreign direct investment (FDI)) Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Direct Investment Shares, Rights Offering Shares and Unsubscribed Shares by the Equity Commitment Parties; and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to be, individually or in the aggregate, material and adverse to have the Company and its Subsidiaries taken as a Material Adverse Effectwhole.

Consents and Approvals. 3.3.1. Subject to the allocation of responsibility set forth in Section 3.3.2, RMO agrees to, and agrees to cause the Companies or Subsidiaries, as the case may be, to apply for and use commercially reasonable efforts to obtain no later than at the Closing (a) No consentthe Regulatory Approval, approval(b) the waiver, authorizationconsent and approval of all Persons whose waiver, order, registration consent or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties approval is required by Law for (i) (1) the issuance Seller’s execution and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement and Seller’s and each Company’s or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Subsidiary’s consummation of the transactions contemplated herein herein, and therein(c) the waiver, except (A) such authorization as consent and approval of all Persons whose waiver, consent or approval is required by any Material Contract, Real Property Lease, consent, judgment, decree, order or Permit to which Seller, the Bankruptcy Court Companies, or Subsidiaries is a party or subject immediately prior to the Closing, and which would prohibit or require the waiver, consent or approval of any Person to, such transactions or under which, without such waiver, consent or approval, such transactions would constitute an occurrence of Default under the provisions thereof, provided, however, that neither RMO nor the Companies or Subsidiaries shall make any agreements or understandings adversely affecting the Assets or the Bankruptcy CodeCompanies or Subsidiaries, which shall be contained in or their business, as a condition to obtaining any waivers, consents or approvals required by this Section 3.3.1, except as otherwise provided herein or with the entry prior written consent of Purchaser, and further provided that if RMO fails to obtain any consents that are required under this Section 3.3 prior to Closing (except any required governmental consents, consents of lenders or consents relating to any of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Orderpipelines), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of such failure shall not be deemed a Default under this Agreement and/or cause this Agreement not to be consummated so long as the issuance of failure to obtain the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if consent does not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on the consummation of this Agreement, the Company, the Subsidiaries, or the Assets.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required Except for (i) the approval of the Merger and the Association Merger by the OTS, (1ii) approval of the listing of the Parent Capital Stock to be issued in the Merger on Nasdaq, (iii) the issuance filing with the Securities and delivery Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement") and the filing and declaration of effectiveness of the New Warrantsregistration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus and any filings or approvals under applicable state securities laws, (2iv) the issuance, sale filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL and delivery the filing of Sharesthe Preferred Stock Articles of Amendment with the Washington Secretary, (3v) the issuance and delivery adoption of the Warrants, agreement of merger (4) within the issuance, sale and delivery meaning of Section 251 of the GGO Shares, (5DGCL) contained in this Agreement by the issuance and delivery requisite votes of the GGO Warrants, (6) stockholders of Subject Company and the issuance of New the shares of Parent Common Stock upon exercise in the Merger by the stockholders of Parent, (vi) the consents and approvals set forth in Section 3.4 of the New WarrantsSubject Company Disclosure Schedule, and (7vii) the issuance consents and approvals of GGO Common Stock upon exercise third parties which are not Governmental Entities (as defined below), the failure of the GGO Warrants which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (8) the issuance of Common Stock upon exercise of the Warrants and each a "Governmental Entity") or with any third party are necessary in connection with (iiA) the execution and delivery by the Subject Company of this Agreement or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect the consummation by Subject Company of the issuance of the Warrants), the applicable requirements of the Exchange Act Merger and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.transactions contemplated hereby. 3.5

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity Authority having jurisdiction over the Company or any of its Subsidiaries Debtor or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company any Debtor of this Agreement or Agreement, the Plan and performance of and the other Definitive Documents, the compliance by the Company any Debtor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Backstop Order authorizing each of Holdings and the other Debtors to execute and deliver this Agreement and perform its obligations hereunder, (b) the entry of the Confirmation Order authorizing Holdings and the other Debtors to perform each of their respective obligations under the Plan, (c) the entry of the Disclosure Statement Order, and the expiration, or waiver (d) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect Chapter 11 Cases from time to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)time, (Be) filings required underfilings, and compliance notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement, (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Equity Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights or the Direct Allocation Rights, the issuance of New Common Stock and New Preferred Stock, as applicable, in satisfaction of OpCo Term Loan Claims and BrandCo Second Lien Guaranty Claims pursuant to the Plan and the issuance of New Common Stock as payment of the Backstop Commitment Premium and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, orderOrder, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries the Debtors or any of their respective properties (each, an “Applicable Consent”) is required for (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement or and the Plan and performance of and other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (Aa) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Approval Order authorizing the Company to assume this Agreement and perform the Commitment Agreement Approval Obligations, (b) entry of the Disclosure Statement Order, and the expiration, or waiver (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the 14Chapter 11 Cases from time-day period set forth in Bankruptcy Rule 3020(eto-time; (d) following the entry of the Confirmation Order, as (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable (except waiting periods under any Antitrust Laws in connection with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order)transactions contemplated by this Agreement, (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (Cf) such other consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares and/or the Available Shares, if any, by the Commitment Parties, the issuance of the Private Placement Shares, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, and the issuance of the New Common Shares as payment of the Commitment Premium, and (g) any Applicable Consents that, if not obtained, made or givenobtained, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consentExcept for (i) the filing of any required applications, approvalfilings and notices, authorizationas applicable, orderwith the Nasdaq and the NYSE, registration (ii) the filing of any required applications, filings and notices, as applicable, under the HSR Act and such other consents, approvals, filings or qualification registrations as may be required under any Competition Laws, (iii) the filing of any required applications, filings and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (v) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL and (vi) 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 Xxxxxxxx Common Stock pursuant to this Agreement and the approval of the listing of such Xxxxxxxx Common Stock on the Nasdaq or the NYSE, as applicable, no material consents or approvals of or filings or registrations with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for are necessary in connection with (i) (1) the issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise of the New Warrants, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (iiA) the execution and delivery by the Company Hexcel of this Agreement or (B) the Plan and performance of and compliance consummation by the Company with all Hexcel of the provisions hereof and thereof Merger and the other transactions contemplated hereby. As of the date hereof, Hexcel is not aware of any reason why the necessary regulatory approvals and consents will not be received by Hexcel to permit consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry Merger on a timely basis. As of the relevant Court Orderdate hereof, and to the expirationknowledge of Hexcel, there is not fact or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect of the issuance of the Warrants), the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock Exchange, and (C) such other consents, approvals, authorizations, orders, registrations circumstance existing that would require or qualifications that, if not obtained, made or given, would not reasonably be expected, individually or in expected to require either party to invoke their right to change the aggregate, structure of effecting the combination of Hexcel and Xxxxxxxx to have a Material Adverse EffectDirect Merger pursuant to Section 6.15 hereof.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the New Warrants, (2) the issuance, sale and delivery of Shares, (3) the issuance and delivery of the Warrants, (4) the issuance, sale and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock Shares upon exercise of the New Warrants, (7) Rights or the issuance of GGO Common Stock upon exercise Investor Shares to the Investor hereunder and the consummation of the GGO Warrants Rights Offering by the Company and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement the Transaction Agreements or the Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the PFTS and the consummation of the transactions contemplated herein and therein, except (Ai) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 1410-day period set forth in Bankruptcy Rule Rules 6004(h) and 3020(e) following entry of the Confirmation Order), as applicable (except with respect to (i) the issuance of the Warrants and applicable, (ii) the provisions of registration under the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Shares pursuant to the exercise of Rights, (iii) filings with respect to and the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other comparable laws or regulations in any foreign jurisdiction relating to the applicable requirements Rights Offering or the sale or issuance of Investor Shares to the Investor, (iv) the filing with the Secretary of State of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the rules and regulations promulgated thereunder, and the rules State of Delaware of the New York Stock Exchange, Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (Cv) such other consents, approvals, authorizations, orders, registrations or qualifications that(x) as may be required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange to consummate the transactions contemplated herein, if (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by the Investor or the distribution of the Rights and the sale of Shares to Eligible Holders or (z) the absence of which will not obtained, made have or given, would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals. (a) No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity third party or any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties is required for (i) (1) the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the New WarrantsUnsubscribed Shares in accordance with the terms hereof, (2) the issuanceconsummation of the Rights Offering by the Company, sale and delivery of Shares, (3) the issuance and delivery of the WarrantsExchange Shares (including the Investor Exchange Shares) pursuant to the Debt Exchange in accordance with the terms hereof, (4) the issuance, sale exchange of Notes and delivery of the GGO Shares, (5) the issuance and delivery of the GGO Warrants, (6) the issuance of New Common Stock upon exercise Notes and payment of cash in exchange therefor pursuant to the New WarrantsDebt Exchange, (7) the issuance of GGO Common Stock upon exercise of the GGO Warrants and (8) the issuance of Common Stock upon exercise of the Warrants and (ii) the execution and delivery by the Company of this Agreement or the Plan Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (A) such authorization as is required by the Bankruptcy Court or the Bankruptcy Code, which shall be contained in the entry of the relevant Court Order, and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, as applicable (except with respect to (i) the issuance of registration under the Warrants and (ii) the provisions of the Approval Order), (B) filings required under, and compliance with (other than shareholder approval requirements in respect Securities Act of the issuance of the WarrantsRights and the Offered Shares pursuant to the exercise of Rights, (ii) filings with respect to and the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the applicable requirements sale or issuance of Unsubscribed Shares and Investor Exchange Shares to the Investors, (iii) consents solicited by the Company from holders of outstanding Notes to certain proposed amendments to the Old Indenture that would eliminate certain restrictive covenants and release all of the Exchange Act and liens on the rules and regulations promulgated thereunder, collateral securing the Securities Act and the rules and regulations promulgated thereunder, and the rules of the New York Stock ExchangeNotes, and (Civ) such other consents, approvals, authorizations, orders, registrations or qualifications that(y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Unsubscribed Shares by the Investors, if not obtainedthe issuance of the Exchange Shares to holders of outstanding Notes, made or giventhe distribution of the Rights and the sale of the Offered Shares to Holders, would not reasonably be expectedor (z) pursuant to the rules of The Nasdaq Stock Market, individually or including the approval of the Company’s stockholders of the issuance and sale of the Offered Shares in the aggregateRights Offering, the issuance and sale of the Unsubscribed Shares to have a Material Adverse Effectthe Investors pursuant to the terms hereof, and the issuance of the Exchange Shares (including the Investor Exchange Shares) to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, “Stockholder Approval”).