No Conflict. Its execution, delivery and performance (when such performance is due) of this Settlement Agreement does not and shall not # subject to the actions, consents and filings referred to in clause (v) below, violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its or their subsidiaries’ certificates of incorporation or bylaws or other organizational documents, or # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its subsidiaries is a party.

No Conflict. Subject to Bankruptcy Court approval and/or regulatory approvals associated with the Plan and the Restructuring Transactions and any Alternative Restructuring, as applicable, the execution, delivery and performance by the Debtors (when such performance is due) of this Settlement Agreement does not and shall not # subject to the actions, consents and filings referred to in clause (iv) below, violate any provision of law, rule or regulation applicable to the Debtors or any of their subsidiaries or the Debtors’ or their subsidiaries’ certificates of incorporation or bylaws or other organizational documents, or # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its subsidiaries is a party.

ERISA Event. An ERISA Event has occurred that would reasonably be expected to result in liability to Borrowers or Guarantors of more than $10,000,000;

Regulatory Event. The occurrence of a Level Two Regulatory Event which # remains unvacated, undischarged, unbounded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and # is reasonably likely to have a Material Adverse Effect; or

Termination Event. As soon as possible and in any event within ten days after the Company knows that any Termination Event has occurred, a statement, signed by an Authorized Officer of the Company, describing such Termination Event and the action which the Company and the members of the Controlled Group propose to take with respect thereto;

Insolvency Event. An Insolvency Event shall have occurred with respect to [[Organization C:Organization]] or any Affiliate; or

Covered Event. For purposes of this Policy, a “Covered Event” shall mean that a Covered Officer engages in any of the following conduct: # Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise); # Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; # Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or # Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise).

Exclusion Event. There occurs an Exclusion Event which has resulted or would be reasonably likely to result in non-compliance with any of the financial covenants set forth in [Section 7.18].

Upon the occurrence of the Triggering Event and if Service Provider is unable to cure as described in Section 1.(e), Service Provider shall be obligated to promptly transfer to Owners a full and complete copy of the then-existing Facility IP in the file format(s) as they exist in Service Provider’s and its Affiliates’ systems and files, and Owners’ license with respect to the then existing Facility IP as described in Section 2 above, shall become immediately exercisable and enforceable by Owners. If Service Provider fails to perform a particular type or category of Services but continues to perform other types or categories of Services, such event will be considered a Triggering Event only as to the category of Service which Service Provider failed to perform. Accordingly, if Service Provider is unable to cure in this instance, Service Provider shall transfer a copy of the portion of the then-existing Facility IP corresponding to that category of Service which led to the Triggering Event and the terms herein shall apply to that licensed portion of Facility IP. Owners’ partial exercise of this Facility IP License shall not preclude or prejudice Owners from receiving or exercising any additional partial or full licenses of Facility IP pursuant to Sections 2 and 3 due to any additional Triggering Events.

Conflict of Interest. The Employee recognizes that the Employee is employed by the Company in a position of responsibility and trust and agrees that during the Employee’s employment with the Company, the Employee will not engage in any activity or otherwise put the Employee in a position which conflicts with the Company’s interests. Without limiting this general statement, the Employee agrees that during the Employee’s employment with the Company, the Employee will not knowingly lend money to, guarantee the debts or obligations of or permit the name of the Employee or any part thereof to be used or employed by any corporation or firm which directly or indirectly is engaged in or concerned with or interested in any Business in competition with the Business of the Company unless the Employee receives prior written authorization from the Company.