Common use of Cooperation Prior to the Distribution Clause in Contracts

Cooperation Prior to the Distribution. (a) Equifax and ChoicePoint shall prepare, and Equifax shall mail to the holders of Equifax Common Stock, the Prospectus, which shall set forth appropriate disclosure concerning ChoicePoint, the Distribution and any other appropriate matters. Equifax and ChoicePoint shall also prepare, and ChoicePoint shall file with the Commission, the Form S-1, which shall include the Prospectus. Equifax and ChoicePoint shall use all reasonable efforts to cause the Form S-1 to become effective under the Securities Act. (b) Equifax shall, as the sole shareholder of ChoicePoint, approve and adopt the ChoicePoint employee benefit plans contemplated by the Employee Benefits Agreement and Equifax and ChoicePoint shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of ChoicePoint contemplated by the Employee Benefits Agreement, including without limitation, the Form S-8 with respect thereto, except that ChoicePoint shall not be required to file with the Commission prior to the Distribution Date any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits Agreement. (c) Equifax and ChoicePoint shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (d) ChoicePoint shall prepare, file and use its best efforts to cause to be approved prior to the Record Date, the application to permit listing of the ChoicePoint Common Stock on the New York Stock Exchange. (e) Equifax and ChoicePoint shall take all such actions as may be deemed necessary to secure a favorable ruling from the IRS that the Distribution is not taxable to Equifax or its shareholders pursuant to Section 355 of the Code.

Cooperation Prior to the Distribution. Prior to the Distribution, TRW and/or TRW Automotive, as applicable, shall take the following actions (to the extent such actions shall not have been taken prior to the date of this Agreement): (a) Equifax TRW and ChoicePoint TRW Automotive shall take any steps necessary to increase the outstanding shares of TRW Automotive Common Stock so that, except as otherwise contemplated by this Agreement or any Ancillary Agreement, the number of outstanding shares of TRW Automotive Common Stock held by TRW immediately prior to the Distribution shall equal the number of shares of TRW Common Stock outstanding on the Distribution Record Date. (b) TRW shall cause all of the TRW Automotive Directors and Active TRW Automotive Employees who will not be directors or officers of TRW or any TRW Entity following the Distribution to resign, effective as of the Distribution Date, from all boards of directors or similar governing bodies of TRW and the TRW Entities on which they serve, and from all positions as officers of TRW and the TRW Entities in which they serve. TRW shall cause all of its directors and the Active TRW Employees who will not be directors or officers of TRW Automotive or any TRW Automotive Entity following the Distribution to resign, effective as of the Distribution Date, from all boards of directors or similar governing bodies of TRW Automotive and the TRW Automotive Entities on which they serve, and from all positions as officers of TRW Automotive and the TRW Automotive Entities in which they serve. (c) TRW and TRW Automotive shall take all actions which may be required to elect or otherwise appoint the TRW Automotive Directors to constitute the TRW Automotive Board as of the Distribution Date. (d) (i) The TRW Automotive Board shall (A) approve the TRW Automotive Charter and shall cause the same to be filed with the Secretary of State of the State of Delaware and (B) adopt the TRW Automotive By-Laws, and (ii) TRW, as sole stockholder of TRW Automotive, shall approve the TRW Automotive Charter. (e) TRW and TRW Automotive shall prepare, and Equifax shall mail to the holders of Equifax Common Stock, the Prospectus, which shall set forth appropriate disclosure concerning ChoicePoint, the Distribution and any other appropriate matters. Equifax and ChoicePoint shall also prepare, and ChoicePoint TRW Automotive shall file with the Commission, the Form S-1S-1 and the Proxy Statement, which documents shall include set forth appropriate disclosure concerning TRW Automotive, TRW, the ProspectusRestructuring, the TRW Automotive Equity Sale, the Distribution, the Special Meeting and other related matters. Equifax TRW and ChoicePoint TRW Automotive shall use all their commercially reasonable efforts to cause the Form S-1 and the Proxy Statement to become be declared effective under or cleared (as the Securities Actcase may be) by the Commission. (bf) Equifax shallTRW and TRW Automotive shall prepare, and TRW shall mail to the holders of shares of TRW Common Stock as of the sole shareholder of ChoicePointSpecial Meeting Record Date, approve the Proxy Statement. (g) TRW and adopt the ChoicePoint employee benefit plans contemplated by the Employee Benefits Agreement and Equifax and ChoicePoint TRW Automotive shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that thereof which are appropriate to reflect the establishment of of, or amendments to to, any employee benefit plan of ChoicePoint and other plans contemplated by the Employee Benefits Agreement, including without limitation, the Form S-8 with respect thereto, except that ChoicePoint shall not be required to file with the Commission prior to the Distribution Date any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits Matters Agreement or this Agreement. (ch) Equifax TRW and ChoicePoint TRW Automotive shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any and the Ancillary AgreementAgreements. (di) ChoicePoint TRW and TRW Automotive shall prepare, and TRW Automotive shall file and use its best efforts seek to cause make effective, subject to be approved prior to the Record Dateofficial notice of issuance, the an application to permit the listing of the ChoicePoint TRW Automotive Common Stock on the New York Stock ExchangeNYSE. (ej) Equifax TRW and ChoicePoint TRW Automotive shall take all use their commercially reasonable efforts to obtain the rulings contemplated by the Ruling Request in form and substance satisfactory to the TRW Board as advised by counsel. (k) TRW and TRW Automotive shall use their commercially reasonable efforts to secure for TRW Automotive the Debt Financing on or prior to the Distribution Declaration Date. In connection therewith, TRW and TRW Automotive shall enter into such actions agreements and prepare (and file with the Commission if required) such documents as may be deemed necessary required in connection with the Debt Financing. (l) TRW and TRW Automotive shall use their commercially reasonable efforts to secure a favorable ruling from consummate the IRS that TRW Automotive Equity Sale on or prior to the Distribution is not taxable Declaration Date. In connection therewith, TRW and TRW Automotive shall enter into the TRW Automotive Equity Sale Agreement and such other agreements as may be required in connection with the TRW Automotive Equity Sale. (m) TRW shall redeem all outstanding shares of TRW Series 1 Preferred Stock and TRW Series 3 Preferred Stock in accordance with the Amended Articles of Incorporation of TRW prior to Equifax or its shareholders pursuant to Section 355 of the CodeSpecial Meeting Record Date.

Cooperation Prior to the Distribution. (a) Equifax COMSAT and ChoicePoint Ascent shall prepare, and Equifax COMSAT shall mail mail, prior to the Distribution Date, to the holders of Equifax COMSAT Common Stock, an information statement (the Prospectus"Information Statement"), which shall set forth appropriate disclosure concerning ChoicePointAscent, the Distribution and any other appropriate matters. Equifax COMSAT shall prepare and ChoicePoint shall also preparefile, and ChoicePoint shall file with at its expense, a request for no action advice from the Commission, SEC (the Form S-1, which shall include "SEC No-Action Letter") seeking staff confirmation: (i) that registration of the Prospectus. Equifax and ChoicePoint shall use all reasonable efforts Ascent Common Stock to cause be issued in the Form S-1 to become effective Distribution is not required under the Securities Act, or (ii) in the alternative, that the staff will not recommend any enforcement action to the SEC in the event that the Ascent Common Stock to be issued in the Distribution is not so registered. COMSAT shall use its Best Efforts to obtain all necessary clearances from the SEC as soon as practicable. (b) Equifax shall, as the sole shareholder of ChoicePoint, approve and adopt the ChoicePoint employee benefit plans contemplated by the Employee Benefits Agreement and Equifax and ChoicePoint shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of ChoicePoint contemplated by the Employee Benefits Agreement, including without limitation, the Form S-8 with respect thereto, except that ChoicePoint shall not be required to file with the Commission prior to the Distribution Date any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits Agreement. (c) Equifax and ChoicePoint Ascent shall take all such action as may shall be necessary or appropriate to assure that the Ascent Common Stock to be issued in the Distribution has been duly qualified, registered, or exempted therefrom under the securities or blue sky laws of states or states, other political subdivisions of the United States or foreign jurisdictions in which COMSAT shareholders reside as of the Record Date, including making any necessary filings, notices or paying any applicable fees. COMSAT shall cooperate with Ascent in such effort; provided that Ascent shall pay all fees and expenses in connection with the transactions contemplated by this Agreement or any Ancillary Agreementforegoing. Ascent shall use its Best Efforts to obtain all such clearances as soon as practicable. (c) COMSAT and Ascent shall use their respective Best Efforts to cause the conditions set forth in Section 2.03 and 2.04 to be satisfied and to effect the Distribution on the Distribution Date. (d) ChoicePoint shall prepareAs soon as practical and, file and use its best efforts to cause to be approved in any event, prior to the Record Distribution Date, Ascent and COMSAT shall coordinate to determine the application extent of any obligations, guaranties, performance or surety bonds, letters of assurance or comfort, or any other liability of any COMSAT Entity relating to permit listing Ascent Entity or the assets of any Ascent Entity and vice versa. Ascent shall use its Best Efforts to obtain the ChoicePoint Common Stock on release of all COMSAT Entities from all such obligations, guaranties, bonds, assurances or liabilities prior to the New York Stock ExchangeDistribution Date, unless waived by COMSAT in its discretion (collectively, the "Releases"). (e) Equifax and ChoicePoint shall take all such actions as may be deemed necessary Each of the parties hereto agrees that it will use its Best Efforts to secure a favorable ruling from the IRS that obtain, prior to the Distribution is not taxable Date, all Consents required, desirable or appropriate to Equifax effect the Distribution. Schedule 2.02(e) sets forth a listing of all material Consents which the parties hereto have determined as of the date of this Agreement to be required, desirable or its shareholders pursuant appropriate in connection with the Distribution and which party shall have responsibility for obtaining each such Consent prior to the Distribution Date. (f) COMSAT and Ascent shall consult and cooperate with one another prior to the Distribution Date with regard to publicity relating to the Distribution. (g) Subject to Section 355 2.03 and 2.04, COMSAT and Ascent shall use their respective Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement; provided, that it is expressly understood and agreed that COMSAT's Board of Directors reserves the right in its sole discretion to determine not to proceed with the Distribution at any time prior to the declaration of the CodeSpecial Dividend.

Cooperation Prior to the Distribution. (a) Equifax Rentrak and ChoicePoint BlowOut shall prepare, jointly prepare and Equifax shall mail file with the Commission an Information Statement with respect to the holders Distribution. (b) Rentrak and BlowOut shall jointly prepare and submit to the Office of Equifax Common Stockthe Chief Counsel of the Division of Corporation Finance of the Commission (the "Division") a request that the Commission staff will not recommend enforcement action to the Commission if, among other things, the Prospectus, which shall set forth appropriate disclosure concerning ChoicePoint, BlowOut Common Stock is distributed to Rentrak's shareholders without registration under the Distribution and any other appropriate matters. Equifax and ChoicePoint shall also prepare, and ChoicePoint Securities Act (the "No-Action Request"). (c) BlowOut shall file with the Commission, a Form 10 Registration Statement with respect to the registration under the Exchange Act of the BlowOut Common Stock (the "Form S-110 Registration Statement"), which shall include includes the ProspectusInformation Statement. Equifax Rentrak and ChoicePoint BlowOut shall use all reasonable efforts to cause the Form S-1 10 Registration Statement to become effective under the Securities Exchange Act. (bd) Equifax shall, as the sole shareholder of ChoicePoint, approve Rentrak and adopt the ChoicePoint employee benefit plans contemplated by the Employee Benefits Agreement and Equifax and ChoicePoint BlowOut shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than as soon as reasonably practicable after the effective date of the Form 10 Registration Statement, but prior to the Distribution Date Date, a Form S-8 Registration Statement with respect to the 1996 Equity Participation Plan, and any registration statements or amendments thereto that which are appropriate to reflect the establishment of of, or amendments to to, any employee benefit plan of ChoicePoint plans and other plans contemplated by this Agreement and the Employee Benefits Agreement, including without limitation, the Form S-8 with respect thereto, except that ChoicePoint shall not be required to file with the Commission prior to the Distribution Date any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits AgreementRelated Agreements. (ce) Equifax Rentrak and ChoicePoint BlowOut shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreementand the Related Agreements. (df) ChoicePoint Rentrak and BlowOut shall prepare, and BlowOut shall file and use its best efforts to cause to be approved prior to the Record Datepursue, the an application to permit the listing of the ChoicePoint BlowOut Common Stock on the New York Stock ExchangeNasdaq Small Cap Market ("NASDAQ/SCM"). (eg) Equifax Rentrak and ChoicePoint BlowOut shall take use all such actions as may reasonable efforts to obtain any Consents. (h) Rentrak and BlowOut will use all reasonable efforts to take, or cause to be deemed taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to secure a favorable ruling from consummate the IRS that the Distribution is not taxable to Equifax or its shareholders pursuant to Section 355 of the Codetransactions contemplated under this Agreement.

Cooperation Prior to the Distribution. Prior to the Distribution, (a) Equifax CSC and ChoicePoint Spinco shall prepare, and Equifax CSC shall mail to the holders of Equifax CSC Common StockStock as of the Record Date, the Prospectus, which shall set forth appropriate disclosure concerning ChoicePoint, the Distribution Information Statement. CSC and any other appropriate matters. Equifax and ChoicePoint Spinco shall also prepare, and ChoicePoint Spinco shall file with the Commission, the Form S-110, which shall include the ProspectusInformation Statement. Equifax CSC and ChoicePoint Spinco shall use all reasonable efforts to cause the Form S-1 10 to become effective under the Securities ActExchange Act as soon as practicable after the filing thereof. (b) Equifax shall, as the sole shareholder of ChoicePoint, approve CSC and adopt the ChoicePoint employee benefit plans contemplated by the Employee Benefits Agreement and Equifax and ChoicePoint Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of ChoicePoint contemplated by the Employee Benefits Agreement, including without limitation, the Form S-8 with respect thereto, except that ChoicePoint shall not be required to file with the Commission prior to the Distribution Date any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits Agreement. (c) Equifax CSC and ChoicePoint Spinco shall by means of a reclassification, stock split or stock distribution or other means (including pursuant to the Internal Transfer Transactions set forth on Exhibit A) cause the number of outstanding shares of Spinco Common Stock held by CSC to be equal to the number of shares to be distributed in the Distribution (as determined by CSC). (d) CSC and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (de) ChoicePoint Spinco shall prepare, file and use its best all reasonable efforts to cause to be have approved prior to the Record Date, the an application to permit listing of the ChoicePoint Spinco Common Stock on the New York Stock ExchangeExchange or another mutually agreeable stock exchange or quotations system. (ef) Equifax CSC and ChoicePoint Spinco shall take all such actions which may be required to elect or otherwise appoint as directors of Spinco, on or prior to the Distribution Date, the persons named in the Form 10 to constitute the Board of Directors of Spinco on the Distribution Date. (g) CSC shall cause a Certificate of Amendment and Restatement of the Spinco Certificate of Incorporation substantially in the form filed with the Form 10, to be filed for record with the New Jersey Secretary of State and to be in effect on the Distribution Date, and (ii) the Board of Directors of Spinco shall amend the Bylaws of Spinco so that the Spinco Bylaws are substantially in the form filed with the Form 10. (h) CSC and Spinco shall take all actions as may be deemed necessary to secure a favorable ruling from approve the IRS that stock-based employee benefit plans of Spinco in order to satisfy the Distribution is not taxable to Equifax or its shareholders pursuant to Section 355 requirements of Rule 16b-3 under the Exchange Act and any requirements of the CodeNYSE (or any other stock exchange or quotations system on which Spinco Common Stock is to be listed or traded). (i) CSC and Spinco shall use all reasonable efforts to consummate or cause to be consummated the transactions set forth on Schedule 2.1(i) hereto.