Covenants of the Receiver. The Receiver covenants to take the following actions: 13.1.1 The Receiver shall file this Agreement with the Receivership Court and shall apply to the Receivership Court for the Order Approving this Agreement. The form and content of the proposed Order Approving this Agreement shall be reasonably acceptable to the GA Parties. The Receiver shall take all reasonable actions requested by the GA Parties to make the Final Order Approving this Agreement binding on all Contractowners or payees and other interested parties and subject to full faith and credit in all state and federal courts. 13.1.2 The Receiver shall recommend this Agreement to the Receivership Court, and use reasonable business efforts to obtain the Order Approving this Agreement. 13.1.3 The Receiver shall use reasonable business efforts to cooperate with the GA Parties and NEWCO to ensure that all required consents and approvals of the appropriate regulatory and/or licensing authorities are obtained on a timely, expedited basis in those jurisdictions where the nature of the business to be conducted by NEWCO on and after the Closing requires the consent and/or approval of such regulatory or licensing authority; it being acknowledged and agreed that primary responsibility for obtaining such consents and approvals remains with the GA Parties. 13.1.4 To the extent that ELNY’s rights under any agreement, contract, commitment, lease, license, permit or authorization to be conveyed or assigned to NEWCO hereunder may not be conveyed or assigned without the consent of another person which has not been obtained, the Receiver shall use reasonable commercial efforts to obtain any such required consents as promptly as possible but in all events shall do so prior to the Closing. 13.1.5 The Receiver shall cooperate with and assist the GA Parties and NEWCO in securing such orders, in a form reasonably satisfactory to the Receiver, from the Receivership Court as the GA Parties and NEWCO reasonably deem necessary in order to carry out the provisions of this Agreement. 13.1.6 The Receiver shall take all other actions required to be taken by him prior to the Closing Date pursuant to this Agreement and the other Definitive Agreements. 13.1.7 Advance copies of any motion, notice or proposed form of order prepared or filed by the Receiver with the Receivership Court or to any other person as contemplated by this Agreement shall be provided to the GA Parties and NEWCO. 13.1.8 The Receivership Proceedings shall continue post-Closing in order for the Receiver to (i) perform and carry out its duties as statutory receiver of ELNY (including as set forth in Section 2.4), (ii) perform and accommodate the obligations and transactions contemplated hereunder (including future transactions under Section 6.2) and under the other Definitive Agreements and (iii) effectuate the overall intent and purpose of this Agreement and the other Definitive Agreements.
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