Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallSubject to the terms and conditions of this Agreement, prior to the Closing, each of Buyer and Parent shall cause use its Affiliates commercially reasonable efforts to, use reasonable best efforts to : (i) promptly obtain all authorizationscooperate with one another in determining which filings are required to be made by each of them prior to the Closing with, and which consents, orders and approvals approvals, permits or authorizations are required or reasonably advisable to be obtained by each of all them prior to the Closing from, Governmental Authorities that may be or become necessary for its other Persons in connection with the execution and delivery of, of this Agreement and the performance of its obligations pursuant under this Agreement, and (ii) subject to Section 5.03(a) of the Seller Disclosure Schedule, assist one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required or reasonably advisable to be made and obtained by the others. Without limiting the generality of the foregoing, Buyer will use its commercially reasonable efforts to provide any guarantees of obligations under a Contract or Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Contract or Permit. In addition, prior to the Closing, Seller and Buyer shall each use, and shall each cause their respective Affiliates to use, commercially reasonable efforts to obtain all necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or responsible to pay the cost of, any unreasonable concession, alteration, modification, or amendment of, to, or under any IT Contract or such other Contract (including increased prices, fees, or volumes, term extensions, or entering into a new agreement for additional services) in connection with obtaining such consents. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the consummation of the transactions contemplated hereby under any Contract (other than the IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above); provided, that, other than with respect to IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above, without the prior written consent of Buyer, neither Parent nor its Affiliates shall commit to pay to any third party whose consent or approval is being solicited any amount of cash or other consideration or make any commitment or incur any Liability in connection therewith, in each case to the extent it would be an Assumed Liability. Prior to making any application to or filing with (such as confidential information relating to valuation of the Business, competitively sensitive information or privileged communications) any Governmental Authority in connection with this Agreement, Buyer and Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and afford one another a reasonable opportunity to comment on such drafts. As promptly as practicable, Buyer and Parent shall file or cause to be filed any filings required under any applicable Competition Laws in connection with this Agreement and the other Transaction Documents; (ii) cooperate fully with transactions contemplated hereby, including filing the other parties in promptly seeking to obtain all such authorizations, consents, orders Notification and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, Report Forms required pursuant to the HSR Act with respect to no later than ten (10) Business Days following the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees toDate, and shall using reasonable best efforts to file or cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to filed the applicable antitrust, competition or trade regulation Lawfilings under the Competition Laws set forth on Section 5.03(a) of the Seller Disclosure Schedule no later than fifteen (15) Business Days following the Agreement Date. Parent shall, and Buyer shall cause its Affiliates to, pay all bear the filing or notice fees in connection with of any required filing under the foregoing antitrust, competition and trade regulation Law filings and notificationsapplicable Competition Laws. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a5.03(a), each of Buyer and notwithstanding anything Parent shall (and shall use its commercially reasonable efforts to cause its Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to one another in this Agreement to seeking early termination of any waiting period under the contraryHSR Act or any foreign acquisition control or Competition Laws, Parent shallif applicable, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order use commercially reasonable efforts to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) Governmental Order that would restrain, prevent the Closing prior to the Termination Date; provided, however, that the obligation or materially delay consummation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior hereby. Subject to the Termination Date. To assist Parent in complying with its obligations under provisions of this Section 7.06(b)5.03, TDCC shallneither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the transactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall cause withdraw its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to initial filing under the Closing with respect to any matters HSR Act contemplated by this Section 7.06(b); provided5.03, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates similar filing concerning acquisition control Laws or Competition Laws, with the intent to agree refile such filing unless the other party has consented in advance to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business such withdrawal and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Mergerrefiling. (c) Each party hereto of Buyer and Parent shall (i) promptly notify the other parties hereto one another of any written or verbal communication it or any of its Representatives receives to that party from any Governmental Authority relating located in the United States or outside of the United States with respect to the matters that are the subject of transactions contemplated by this Agreement and or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, if practicable, permit the other parties one another to review in advance or engage in consultation, as appropriate, concerning any proposed substantive written or verbal communication by with respect to such party matters to any such Governmental Authority. None of Authority and incorporate the parties hereto shall other parties’ reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filingsfiling, investigation (including any settlement of an investigation), litigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend attend, (iii) respond as fully and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such promptly as reasonably practicable to any inquiries or requests for information and providing such assistance as the other parties hereto may reasonably request or documents received from any Governmental Authority in connection with the foregoing and in seeking early termination of any applicable waiting periods, including filings under the HSR Act. The parties acknowledge that Parent shall have Act or other similar filings concerning acquisition control Laws or Competition Laws related to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities transactions contemplated by this Section 7.06. Each party hereto shallhereby, and shall cause its Representatives to, provide each other (iv) furnish one another with copies of all correspondence, filings or and written communications between them or any of such parties and their Affiliates and their respective Representatives, representatives on the one hand, and any such Governmental Authority or members of its staff, staff on the other hand, with respect to this Agreement and the transactions contemplated by hereby. Notwithstanding anything to the contrary in this Agreement and Section, materials provided to the other Transaction Documents; provided, however, that materials party or its counsel may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client , privileged communications or other privilege or confidentiality concernscompetitively sensitive information. This Section 7.06(c) shall not apply with respect Each party may also reasonably designate any material provided to the Internal Separationother as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). (d) Each party hereto agrees Notwithstanding any other provision of this Agreement to the contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that it would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d). (e) Buyer shall not, and shall cause its Affiliates not to, enter acquire or agree to acquire, by merging with or into any transactionor consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement to effect any transaction (including any relating to, or the consummation of such acquisition, merger or acquisition) that might consolidation would reasonably be expected to make it more difficult, or to increase the time required, to to: (i) obtain impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of the any applicable waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documentsperiod; (ii) avoid increase the entry of, risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the commencement consummation of litigation seeking the entry of, transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Governmental Order on appeal or to effect the dissolution of, any injunction, temporary restraining order otherwise; or other order that would (iv) materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementhereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of the Seller and the Purchaser shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. The Seller will, and will cause the Pershing Companies to, cooperate fully with the other parties Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other information payments to any Governmental Authority as such Governmental Authority Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Purchaser or the Seller, as the case may reasonably request be). Neither the Seller nor the Purchaser shall knowingly take any action that would have the effect of delaying, impairing or impeding the receipt of any required approval. Notwithstanding the foregoing, nothing shall prevent the Purchaser or any of its Affiliates from conducting their business in connection herewiththe ordinary course. Each party hereto agrees toThe Seller and the Purchaser each agree to make, or to cause to be made, (i) an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement within fifteen Business Days after the date of this Agreement in the case of the HSR Act, and as promptly as reasonably practicable in the case of any other Transaction Documents filing or notification, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under Act or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a)this Agreement, and notwithstanding anything in this Agreement to the contraryextent permitted by applicable Law, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and and, to the extent practicable, permit the other parties party to review in advance any such proposed communication by such party to any Governmental Authority, other than ordinary course filings. None of the parties hereto No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting except to the extent that such meeting, in the reasonable judgment of such party, would involve confidential discussions with a bank regulatory authority. Each Subject to the Confidentiality Agreement, each party hereto shall, and shall cause its Representatives to, to this Agreement will coordinate and cooperate fully with each the other parties in exchanging such information and providing such assistance as the such other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including periods under the HSR Act. The parties acknowledge that Parent shall have Subject to the principal responsibility for coordinating any meetings with or communications Confidentiality Agreement, each party to Governmental Authorities, in consultation with TDCC, in connection with obtaining this Agreement will provide the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each other party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them it or any of their respective Representativesits representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and Agreement. The preceding provisions of this Section 5.04(b) apply only through the other Transaction DocumentsClosing Date or termination of this Agreement; provided, however, except that materials may be redacted the foregoing provisions of this subparagraph (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(cb) shall not continue to apply with respect to the Internal Separationextent that a Governmental Authority requires a filing or notification promptly following the Closing Date. (dc) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or cooperate in obtaining any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders consents and approvals of Governmental Authorities necessary for the consummation of that may be required in connection with the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto of Parent, the Purchaser and the Seller shall, and the Seller shall cause its Affiliates each of the Company and the Subsidiaries to, use its reasonable best efforts to obtain (ior enable the Company and the Subsidiaries to obtain) promptly obtain all authorizations, consents, orders orders, waivers and approvals under the HSR Act, all FCC/State PUC Approvals and all other authorizations, consents, orders, waivers and approvals of all Governmental Authorities and officials that may be or become necessary for its the execution and delivery of, and the performance of its all obligations pursuant to, and the consummation of all transactions contemplated by, this Agreement and the other Transaction Documents; Ancillary Agreement (ii) the “Governmental Filings”), and each party will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders orders, waivers and approvals; . Each of Parent, the Purchaser and the Seller also shall (iiiincluding, with respect to the Seller, by causing the Company and the Subsidiaries to) provide such file with the appropriate Governmental Authorities in a timely manner all notices required by applicable Law in connection with this Agreement, the Ancillary Agreement, and the transactions contemplated hereby and thereby. Subject to Section 5.04(c) with respect to FCC/State PUC Filings, each party hereto shall pay all filing fees or other information similar amounts required to be paid by it in connection with the submission of any Governmental Authority as Filing by such Governmental Authority may reasonably request party. (b) In furtherance and not in connection herewith. Each party hereto agrees tolimitation of Section 5.04(a), Parent and the Seller shall cause its respective Affiliates to, make promptly its respective filing, if necessary, an appropriate filing of a Notification and Reporting Form pursuant to the HSR Act with respect to as promptly as reasonably practicable and, in any event, within 15 Business Days after the transactions contemplated by date of this Agreement and the other Transaction Documents and to Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees toThe Purchaser and Parent shall use reasonable efforts to take, and shall or cause its respective Affiliates toto be taken, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, competition applicable federal or trade regulation state antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party with respect to the acquisition of the Shares so as to enable the parties hereto Closing Date to close the transactions contemplated hereby and by the other Transaction Documents occur as promptly as practicablepracticable and, and in any event prior to event, no later than the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination End Date; provided, however, that the obligation of Purchaser and Parent set forth in this sentence shall in no way limit the obligation of Parent not be required to take any and all steps necessary to eliminate each and every impediment under action that would, alone or in conjunction with any antitrustother actions required in connection with any HSR Act, competition FCC or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b)State PUC review, TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(bhave (A) shall not require TDCC a Material Adverse Effect or (B) a material adverse effect on the business, assets, results of operations or financial condition of Parent and its subsidiaries, taken as a whole, (ii) involve the sale, divestiture, licensing, holding separate, or other disposition (and whether through the establishment of a trust or otherwise) of any assets, operations, businesses, divisions, or customers of Parent or any of its subsidiaries or (iii) prevent the Purchaser and the Company and Subsidiaries from operating following the Closing in any state in which they currently operate. The Seller, Parent, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to agree to any saleconsummate the transactions contemplated hereby, divestiture, disposition or other arrangement except with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation prior written consent of the Mergerother parties hereto (which consent shall not be unreasonably withheld). (c) In furtherance and not in limitation of Section 5.04(a), the parties shall prepare and file the FCC/State PUC Filings as promptly as reasonably practicable and, in any event, within 30 calendar days after the date of this Agreement, and any other necessary or appropriate instruments or documents (in each case, in a form mutually approved by the parties, which approval shall not be unreasonably withheld, conditioned or delayed). Thereafter, the parties shall prosecute the applicable FCC/State PUC Filings with all reasonable diligence to obtain the requisite FCC/State PUC Approvals. Each party hereto shall supply as promptly as reasonably practicable to the FCC or the appropriate State PUC any additional information and documentary material that may be requested by such Governmental Authority in connection with the FCC/State PUC Filings. Each party shall be solely responsible to pay its expenses with respect to the preparation, filing and prosecution of the FCC/State PUC Filings, except that Parent shall pay all of the filing fees in connection with the FCC/State PUC Filings or reimburse the Seller for its payment of any such fees as Reimbursable Expenses. The parties shall cooperate to oppose any petitions to deny or other objections filed with respect to the FCC/State PUC Filings to the extent such petition or objection relates to such party. Each party shall use reasonable efforts not to (i) take any action that would, or (ii) fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC/State PUC Approvals. From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, Parent and the Purchaser shall maintain the qualifications necessary to hold the Company Communications Licenses. (d) Each party to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Section 5.04 and permit the other parties party to review in advance (and shall consider any comments made by the reviewing party in relation to) any proposed communication by such party to any Governmental AuthorityAuthority relating to such matters. None of the parties hereto to this Agreement shall agree to participate in any meeting substantive meeting, telephone call or discussion with any Governmental Authority in respect of any submissions, filings, investigation (including investigations, or any settlement of an investigation), litigation or other inquiry relating to such matters unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party (or their external legal counsel in order to address any concerns relating to confidential or competitively sensitive information) the opportunity to attend and participate at such meeting, telephone call or discussion. Each party hereto The parties to this Agreement shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives their respective Affiliates to, provide each other with copies of all material correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and Agreement, in each case to the extent reasonably requested by the other Transaction Documentsparty hereto; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the BusinessCompany and the Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable LawLaws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (de) Each party hereto agrees that it shall notThe Seller shall, and or shall cause its Affiliates not the Company and the Subsidiaries to, enter into any transaction, give promptly such notices to third parties and use its or any agreement their reasonable efforts to effect any transaction (including any merger obtain such third party consents and estoppel certificates necessary or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of desirable in connection with the transactions contemplated by this Agreement, including all of the third party consents set forth on Section 3.05 of the Disclosure Schedule. (f) Parent and the Purchaser shall cooperate and use reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates described in clause (e) above; provided, however, that neither Parent nor the Purchaser shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Parent or the Purchaser in their sole discretion may deem materially adverse to the interests of Parent, the Purchaser, the Company or any Subsidiary or their Business. (g) The Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary or their Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party (including any Material Contract) or is otherwise entitled to the benefit of is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with Parent, the Purchaser, the Company or such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable efforts to provide the Purchaser or the Company or such Subsidiary, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company or such Subsidiary, as the case may be, shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and Party shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities material Consents that may be are or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Documents to which it is a party and will reasonably cooperate fully with the other parties Party in promptly seeking to obtain all such authorizationsConsents, consentsincluding, orders and approvals; and (iii) provide such other information but not limited to any Governmental Authority matters involving Government Antitrust Entities. (b) Each Party shall give promptly such notices to third parties and use their reasonable best efforts to obtain such third party Consents as are required to consummate the Transactions. (c) Each Party shall cooperate and use its reasonable best efforts to assist any other Party in giving such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees tonotices and obtaining such Consents as are required to consummate the Transactions. (d) Notwithstanding the generality of the foregoing, and shall upon the terms and subject to the conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to cause the conditions to the obligations of the other parties hereunder to be satisfied and to consummate the Transactions, including making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity. (e) To the extent required, each Party will use its respective Affiliates tocommercially reasonable best efforts to promptly prepare and file, make or cause to be promptly its respective filingprepared and filed, if necessary, with the appropriate Government Antitrust Entity not later than ten Business Days after the date of this Agreement (unless otherwise mutually agreed among the Parties) any notification with respect to the Transactions that may be required pursuant to the HSR Act in which each requests early termination of the waiting period thereunder. Each Party shall respond, as promptly as reasonably practicable, to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with the other Parties in responding to any such request. Each Party will furnish to the other (or its outside counsel) such information and assistance as may be reasonably requested in connection with the foregoing; provided, however, that one Party disclosing information to another may do so on the condition that it be shared only with the receiving Party’s outside counsel who, in turn, agrees to treat such information as confidential and not disclose it to any third-parties without the advance written consent of the party who disclosed the information. Each Party will use its commercially reasonable efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Legal Requirements. Each of the Parties shall promptly inform the other Parties of any substantive communication to or from the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another in advance, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other submission made to a Government Antitrust Entity in connection with any investigation or proceeding conducted under either (i) the HSR Act; or (ii) any foreign competition statute enforced by any Government Antitrust Entity. Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties (which may, as appropriate, be limited to outside counsel), to be present and participate in all meetings, conferences, or other communications with a Government Antitrust Entity relating to any such proceeding or investigation. (f) In furtherance and not in limitation of the efforts referred to above in this Section 5.5, if any objections are asserted with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Transactions under the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates toor if any Action, make as promptly as practicable its respective filings and notificationssuit or proceeding is instituted (or threatened to be instituted) by the FTC, if any, under the DOJ or any other applicable antitrustGovernmental Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, competition each Party shall use its commercially reasonable efforts to resolve any such objections or trade regulation Law and actions, suits or proceedings so as to supply permit the consummation of the Transactions as promptly expeditiously as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationspossible. (bg) Without limiting Notwithstanding the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything foregoing in this Agreement to the contrarySection 5.5, none of Parent shall, and shall cause each of or its Affiliates shall be obligated to: (i) offer, take any and all steps necessary negotiate, commit to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effectingeffect, by consent decree, hold separate orders order, trust or otherwise, the sale, divestiture divestiture, license or other disposition of its any material portion of the capital stock, assets, properties rights, products or businesses or of Parent, the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry ofCompany, or their respective Subsidiaries or Affiliates; (ii) agree to any material restrictions on the activities of Parent or its Subsidiaries or Affiliates (including, after the Closing, the Company); (iii) waive any material rights; (iv) defend, commence or prosecute any Action; or (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order order, or other order in any suit or proceeding, which proceeding that would otherwise have the effect of materially preventing or delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerTransactions. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallof the Purchaser, Parent and the Seller shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the each other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information , including pursuant to any Governmental Authority as such Governmental Authority may reasonably request in connection herewiththe applicable rules of the German Act against Restraints of Competition. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, Act and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with rules of the foregoing antitrust, competition and trade regulation Law filings and notificationsGerman Act against Restraints of Competition. (b) Without limiting the generality of the parties’ undertakings pursuant The Seller and Parent shall give promptly such notices to Section 7.06(a), third parties and notwithstanding anything in this Agreement use their reasonable best efforts to the contrary, Parent shall, obtain such third party consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance estoppel certificates as the other parties hereto Purchaser may reasonably request require in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements; provided, however, that materials neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Seller or Parent may reasonably determine to be redacted adverse to their interests. (ic) The Purchaser shall cooperate and use all reasonable efforts to remove references concerning assist the valuation Seller and Parent in giving such notices and obtaining such consents and estoppel certificates; provided, however, that, except as required pursuant to Section 5.04(f), the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser may reasonably determine to be adverse to the interests of the Purchaser or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees The Seller, Parent and the Purchaser agree that, in the event that it shall notany consent, and shall cause approval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Parent or any of its Affiliates is a party is not toobtained prior to the Closing, enter into the Seller and Parent will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller and Parent shall use their reasonable best efforts to provide the Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as the case may be, shall assume the obligations and burdens thereunder. (e) The Seller, Parent and the Purchaser agree to use their reasonable best efforts to provide the Purchaser with the rights and benefits under any transactionlease, license, contract, commitment or other agreement or arrangement to which Parent or any agreement of its Affiliates is a party pursuant to effect a Shared Contract for the term of such Shared Contracts; provided that, for contracts or agreements for the purchase of Inventory, other materials or personal property from any transaction (including supplier, the term of rights and benefits to be provided by the Seller and Parent pursuant to this Section 5.04(e) shall be through December 31, 2006, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as the case may be, shall assume the obligations and burdens thereunder; provided, however, that, in connection with providing the Purchaser with rights and benefits pursuant to Shared Contracts, neither the Seller nor Parent shall have any merger obligation to give any guarantee or acquisition) that might reasonably be expected to make it more difficult, other consideration or to increase consent to any change in the time requiredterms of any agreement or arrangement which the Seller or Parent may reasonably determine to be adverse to their interests. (f) The Purchaser shall use its reasonable best efforts to cause itself to be substituted for Parent or any of its Affiliates, effective as of the Closing Date or as promptly thereafter as reasonably practicable, in respect of all obligations of Parent and any of its Affiliates under each of the guarantees and other financial assurance arrangements or commitments obtained or entered into by Parent or any of its Affiliates for the benefit of the Business set forth in Section 5.04(f) of the Disclosure Schedule (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has been effected, Parent and its Affiliates shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has not been effected, the Purchaser shall (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable use its reasonable best efforts to the transactions contemplated by this Agreement effect such substitution as soon as practicable and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or indemnify Parent and its Affiliates with respect to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementsuch Guarantees in accordance with Article VIII.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Purchaser shall cause its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; Agreement, (ii) cooperate fully with the other parties Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals; approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly (but in no event later than five Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, to make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) its respective filings and notifications, if any, under any other applicable antitrust, competition competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition competition, or trade regulation Law. Parent shall, and shall cause its Affiliates to, The Purchaser will pay all filing fees or notice fees make other payments to any Governmental Authority in connection with the foregoing antitrustorder to obtain any such authorizations, competition and trade regulation Law filings and notificationsconsents, orders or approvals. (b) Without limiting the generality of the parties’ undertakings Purchaser’s undertaking pursuant to Section 7.06(a5.04(a), the Purchaser agrees to use its best efforts and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant heretohereto (a “Divestiture Action”), and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by or of delaying such consummation until after the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the MergerTermination Date. In addition, Parent shall, and the Purchaser shall cause its Affiliates to, defend through litigation on the merits any Action claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent Purchaser to use its best efforts, and to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each The Purchaser shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Authority or other Person relating to the Agreement or regulatory filings under any applicable antitrust, competition, or trade regulation Law, including any communications with any Governmental Authority relating to any contemplated or proposed Divestiture Action. Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Authority, each party hereto to this Agreement shall promptly notify the other parties party hereto of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.any

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Parent and Buyer shall (and each shall cause its it respective Affiliates to, ) use its reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Parent and Buyer will cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such provided, however, that Parent shall not be required to pay any fees or other information payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal administrative and filing fees that are imposed on Parent). Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer with any applicable Governmental Authority as in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority may reasonably request in connection herewithAuthority. Each party hereto agrees toParent and Buyer each agree to make, or to cause to be made, (i) an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act antitrust Laws of any relevant jurisdiction if required and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as reasonably practicable, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under antitrust Laws of any relevant jurisdiction or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any material communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters transactions that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR Actantitrust Laws of any relevant jurisdiction. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all material correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Parent and Buyer shall (and each shall cause its it respective Affiliates to, ) use its reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Parent and Buyer will cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such provided, however, that Parent shall not be required to pay any fees or other information payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal administrative and filing fees that are imposed on Parent). Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer with any applicable Governmental Authority as in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority may reasonably request in connection herewithAuthority. Each party hereto agrees toParent and Buyer each agree to make, or to cause to be made, (i) an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act antitrust Laws of any relevant jurisdiction and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as reasonably practicable, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under antitrust Laws of any relevant jurisdiction or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any material communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters transactions that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR Actantitrust Laws of any relevant jurisdiction. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all material correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallExcept as otherwise provided in this Agreement, each Party agrees to, and shall cause its respective controlled Affiliates to, use its reasonable best efforts to to: (i) promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; , (ii) cooperate fully with the other parties Party in promptly seeking to obtain all such authorizationsConsents, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. . (b) Each party hereto Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated Transactions as promptly as reasonably practicable after the date hereof and no later than 15 Business Days thereafter unless otherwise agreed by this Agreement and the other Transaction Documents Parties and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto Party agrees to, and shall cause its respective Affiliates to, make as promptly as reasonably practicable its respective filings and notifications, if any, and cooperate with the other Party if required for making such filings under any other applicable antitrust, competition competition, or trade regulation Law and (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Antitrust Law. Parent shall, and Buyer shall cause its Affiliates to, pay all the filing or notice fees in connection with required under the foregoing antitrust, competition and trade regulation Law filings and notificationsHSR Act. (bc) Without limiting the generality of the parties’ undertakings pursuant foregoing and subject to the limitations set forth in this Section 7.06(a5.3(c), and notwithstanding anything in this Agreement if any objection is asserted with respect to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment Transactions under any antitrustAntitrust Law or if any Action, competition whether administrative or trade regulation Law that may judicial, is instituted (or threatened to be asserted instituted) by any antitrust or competition a Governmental Authority challenging the Transactions as violative of any applicable Antitrust Law or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have make the effect of Transactions illegal or prevent, prohibit, delay or materially delaying or preventing impair the consummation of the transactions contemplated hereby Transactions, each Party and by the its respective Subsidiaries or other Transaction Documents; provided that the effectiveness of Affiliates shall use their respective reasonable best efforts to resolve any such sale, divestiture objections or disposition Actions (or entry into such other arrangement shall be contingent on the threatened Actions) so as to permit consummation of the Merger. In additionTransactions as promptly as reasonably practicable, Parent shallincluding (x) at Buyer’s option, with the consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), to contest and shall cause its Affiliates to, defend through litigation on the merits resist any such objection or Action by any party in order and (y) to avoid entry of, or use their respective reasonable best efforts to have vacated vacated, lifted, reversed or terminatedoverturned any Governmental Order (including any statute, any decreerule, order or judgment (regulation), whether temporary, preliminary or permanent) permanent and whether judicial or administrative in nature, that would prevent is in effect and that prohibits, prevents or restricts consummation of the Closing prior Transactions and to have such Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the Transactions; provided that, notwithstanding anything to the Termination Date; provided, however, that the obligation of Parent set forth contrary contained in this sentence Section 5.3, neither this Section 5.3(c), nor the “reasonable best efforts” standard herein shall require, or be construed to require, any Party or any of their respective Subsidiaries or other Affiliates, in no way limit order to resolve any such objections or Actions (or threatened Actions) or otherwise, to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the obligation Closing, of Parent any Assets of Buyer, its Affiliates or the Acquired Companies or Related Consolidated Entities (or any of their respective Subsidiaries or other Affiliates), or (ii) take or agree to take any and all steps necessary other action or agree or consent to eliminate each and every impediment under any antitrustlimitations or restrictions on freedom of actions with respect to, competition or trade regulation Law its ability to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b)retain, TDCC shallor make changes in, and shall cause any Assets of Buyer, its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by the Acquired Companies or Related Consolidated Entities (or any of them prior to the Closing with respect to their respective Subsidiaries or other Affiliates) (any matters contemplated by this Section 7.06(b); provided, however, that such action described in clauses (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) above, a “Settlement Action”) that would, individually or in the effectiveness aggregate with all other such requirements, reasonably be expected to have a Seller Material Adverse Effect (without giving effect to the provisos contained in the definition of Seller Material Adverse Effect) after the Closing Date (provided that any saleSettlement Action imposed on Buyer or its Affiliates (other than the Acquired Companies and Related Consolidated Entities), divestiture or disposition or entry into such other arrangements together with any Settlement Actions imposed on the Acquired Companies and Related Consolidated Entities, shall be contingent on considered to result in a Seller Material Adverse Effect pursuant to this Section 5.3(c) if such actions would reasonably be expected to, individually or in the aggregate, constitute a Seller Material Adverse Effect if measured by reference to the business, assets, financial condition or results of operations of (and as though imposed upon) the Acquired Companies and Related Consolidated Entities, taken as a whole). In the event that any Settlement Action is proposed by or acceptable to a Governmental Authority, Buyer shall have the sole right to determine whether to and the manner in which to implement the requirement of such Governmental Authority; provided that in no event will Buyer or the Acquired Companies or Related Consolidated Entities (or any of their respective Subsidiaries or other Affiliates) be required to take or effect any Settlement Action that is not conditioned upon the consummation of the MergerClosing. (cd) Each party hereto To the extent permitted by applicable Law and subject to all applicable privileges (including the attorney-client privilege), each Party shall promptly notify the other parties hereto Party of any substantive communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Section 5.3 and permit the other parties Party to review in advance (and to consider any comments made by the other Party in relation to) any proposed substantive communication by such party Party to any Governmental AuthorityAuthority relating to such matters. None of the parties hereto No Party shall agree to participate in any meeting substantive meeting, telephone call, or discussion with any Governmental Authority in respect of any submissions, filings, investigation (including any settlement of an the investigation), litigation or any other inquiry relating to such matters unless it consults with the other parties Party in advance and, to the extent permitted by such Governmental Authority, gives the other parties Party the opportunity to attend and participate at such meeting, telephone call, or discussion. Each party hereto Party shall, and shall cause its Representatives Affiliates to, coordinate and cooperate fully with each the other Party in exchanging such information and providing such assistance as the other parties hereto Party may reasonably request in connection with the foregoing and in seeking early termination of foregoing, investigation, or any other inquiry under any applicable waiting periods, including under the HSR ActAntitrust Laws. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto Parties shall, and shall cause its Representatives their respective Affiliates to, provide each other with copies of all substantive correspondence, filings filings, or substantive communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions; provided, however, that materials may be redacted redacted: (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable LawLaws; and (iiiii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (de) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transactionThe Parties, or their respective Subsidiaries, as applicable, shall give any agreement notices to effect non-Governmental Authority third parties and use commercially reasonable efforts to obtain any transaction (including non-Governmental Authority third-party Consents, approvals or waivers that are necessary, proper or advisable to consummate the Transactions or otherwise in connection with the Transactions; provided, however, that the Parties shall coordinate and cooperate in determining whether any merger actions or acquisition) that might reasonably Consents are required to be expected obtained from parties to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination any Contracts of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement Acquired Companies and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the Related Consolidated Entities in connection with consummation of the transactions contemplated hereby Transactions or otherwise in connection with the Transactions and by seeking any such actions or Consents. The Parties shall each, upon request, furnish the other Transaction Documents; Party with all information concerning itself, its Subsidiaries and Representatives and such other matters as may be reasonably necessary or (iii) obtain all authorizationsadvisable in connection with any statement, consentsfiling, orders notice or application made by or on behalf the Parties or any of their respective Subsidiaries to any third party in connection with the Transactions and approvals of in obtaining any non-Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementAuthority third-party Consents.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause The Seller will use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Documents and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) After the Closing, the Seller shall give promptly such notices to third parties and (iii) provide use its best efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority the Purchaser may reasonably request in its sole and absolute discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to with the HSR Act with respect to consummation of the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsDocuments. (bc) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, Parent shall, and this Agreement shall cause each of its Affiliates to, take not constitute an agreement to assign any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and contravention thereof or in any event prior to way adversely affect the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or rights of the assets, properties Purchaser or businesses the Seller thereunder. The Seller will use its best efforts to be acquired by it pursuant hereto, and obtain the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement consent of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to any Governmental Authoritythe Purchaser as the Purchaser may reasonably request. None If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the parties hereto shall agree Seller thereunder so that the Purchaser would not in fact receive all such rights, the Seller and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to participate in any meeting with any Governmental Authority in respect the Purchaser, or under which the Seller would enforce for the benefit of any filingsthe Purchaser, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance andPurchaser assuming the Seller’s obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to the Purchaser when received all monies received by the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, the Seller and the Purchaser shall, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend benefits and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination obligations of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall Purchased Asset have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect been provided to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable Purchaser by alternative arrangements satisfactory to the transactions contemplated by this Agreement Purchaser and Seller, negotiate in good faith an adjustment in the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementPurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Sellers shall cause its Affiliates to, use all reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements, and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective filingfilings, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within ten Business Days of the other Transaction Documents entry of the date of the Bidding Procedures Order, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit Purchaser and the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any Sellers agree that neither of them prior will make any voluntary filing under applicable foreign antitrust laws or regulations unless advised by legal counsel in such jurisdiction that the failure to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC make a filing would result in a Material Adverse Effect or any otherwise be in violation of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerApplicable Law. (cb) Each The Sellers shall give promptly such notices to third parties (and use their reasonable best efforts to obtain such third party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement consents and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance estoppel certificates) as the other parties hereto Purchaser may reasonably request in its sole discretion deem necessary or desirable in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that materials the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may be redacted (i) deem adverse to remove references concerning the valuation interests of the Purchaser or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees The Sellers and the Purchaser agree that, in the event that it shall notany consent, and shall cause its Affiliates not toapproval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, enter into license, contract, commitment or other agreement or arrangement to which any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable Sellers is a party is not obtained prior to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofClosing, the commencement Sellers will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers shall use their reasonable best efforts to provide the Purchaser with the rights and benefits of litigation seeking the entry ofaffected lease, or to effect the dissolution oflicense, any injunctioncontract, temporary restraining order commitment or other order that would materially delay agreement or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary arrangement for the consummation term of such lease, license, contract or other agreement or arrangement, and, if the transactions contemplated by this AgreementSellers provides such rights and benefits, the Purchaser shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto The Seller shall, and shall cause each other member of the Target Group to use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement (including the Pre-Closing Restructuring) and the other Transaction Documents; (ii) Documents to which it is a party, and will cooperate fully with Purchaser Parent and the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act any antitrust Law with respect to the transactions contemplated by this Agreement and as promptly as practicable after the other Transaction Documents date of the Original MPA and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation antitrust Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent The Seller shall, and or shall cause each other member of its Affiliates the Target Group to, take any give promptly such notices to third parties and all steps use its or their reasonable efforts to obtain such third party consents and estoppel certificates as Purchaser Parent or the Purchaser may in its reasonable discretion deem necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close in connection with the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Datethis Agreement; provided, however, that the Seller shall have no obligation to give any guarantee or other consideration of Parent set forth any nature in this sentence shall connection with any such notice, consent or estoppel certificate or to consent to any change in no way limit the obligation terms of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition agreement or trade regulation Law to close arrangement which the transactions contemplated hereby prior Seller in its reasonable discretion may deem adverse to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b)interests of the Seller, TDCC shall, and shall cause any of its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any member of them prior the Target Group or the Acquired Business. (c) Subject to the Closing arrangements provided under (i) Section 5.01 with respect to any matters contemplated by this Section 7.06(b)the Co-Development Brand Hotel Contracts and (ii) the MEB Subject Hotel Management Agreement, Purchaser Parent shall (and shall ensure that the Purchaser shall) cooperate to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that (i) this Section 7.06(b) neither Purchaser Parent nor the Purchaser shall not require TDCC or have any of its Affiliates obligation to agree to give any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which Purchaser Parent or the HSR Act. The parties acknowledge that Parent shall have Purchaser in its reasonable discretion may deem adverse to the principal responsibility for coordinating interests of any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation member of the Target Group or the Acquired Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees Subject to the arrangements provided under Section 5.01 and the MEB Subject Hotel Management Agreement, the parties agree that, in the event that it shall notany consent, and shall cause its Affiliates not to, enter into any transaction, approval or any agreement to effect any transaction (including any merger authorization necessary for the Acquired Business or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination each other member of the waiting period Target Group, any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which each other member of the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable Target Group is a party is not obtained prior to the transactions contemplated by Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and each member of the Target Group in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable in accordance with the provisions of this Agreement and the other Transaction Documents; (ii) avoid the entry ofMEB Subject Hotel Management Agreement. If such consent, approval or authorization cannot be obtained, the commencement Seller shall use commercially reasonable efforts to provide the Purchaser or the relevant member of litigation seeking the entry ofTarget Group, or to effect as the dissolution ofcase may be, any injunctionwith the rights and benefits of the affected lease, temporary restraining order license, contract, commitment or other order that would materially delay agreement or prevent arrangement for the consummation term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the relevant member of the transactions contemplated hereby Target Group shall assume the obligations and burdens thereunder. The parties agree that by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation way of the transactions contemplated by this Seller or its Affiliates entering into the MEB Subject Hotel Management Agreement and the Cooperation and Pipeline Hotel Agreement, the Seller has fulfilled its obligations to provide the Purchaser or the relevant member of the Target Group, as the case may be, with the rights and benefits of the MEB Franchise Agreements and the MEB Management Contracts covered thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Seller and Purchaser shall cause use its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other parties’ obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Seller, the Company and Purchaser shall cooperate fully with the other parties in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Seller and approvals; and (iii) provide such the Company shall not be required to pay any fees or other information payments to any Governmental Authority as such Governmental Authority may Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on the Company). None of Seller, the Company or Purchaser shall knowingly enter into any acquisition or other agreement or make any announcement with respect to any transaction that could reasonably request in connection herewithbe expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority. Each party hereto agrees toSeller and Purchaser each agree to make, or to cause to be made: (i) if required, an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act Act; and (ii) any other filing or notification required by any other antitrust or competition Laws of applicable foreign jurisdictions, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable after the date of this Agreement, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR ActAct or any other antitrust or competition Laws of applicable foreign jurisdictions. Each If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party hereto agrees tochallenging any of the transactions contemplated hereby as violative of the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions, each of Seller and Purchaser shall use its commercially reasonable efforts to promptly resolve such objections. In furtherance of the foregoing and provided that nothing in this Agreement shall be deemed to require Purchaser or any of its Affiliates to take any action that, in Purchaser’s good faith judgment, would adversely and materially affect (i) the strategic benefits sought by Purchaser in effecting the transactions contemplated by this Agreement or (ii) any material line of business or class of products of the Purchaser or any of its Affiliates (including the Company and its Subsidiaries) from and after the Closing, Purchaser shall, and shall cause its respective Affiliates to, make as promptly as practicable take all action, including agreeing to hold separate, divest, license, transfer or otherwise dispose of any of the businesses or properties or assets of Purchaser or any of its respective filings Affiliates, or to terminate any existing relationships or contractual rights and notificationsobligations, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to required by: (i) the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority in order to resolve any such objections as such Governmental Authority may have to such transactions under applicable Law; or (ii) any domestic or foreign court or other tribunal, in an Action brought by a private party so or Governmental Authority challenging such transactions as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicableviolative of any applicable Law, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution dissolution, vacating, lifting, altering or reversal of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have that has the effect of materially delaying restricting, preventing or preventing prohibiting the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerAgreement. (cb) Each party hereto to this Agreement shall promptly notify the other parties hereto of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental AuthorityAuthority relating to the matters that are the subject of this Agreement. None of the parties hereto Neither Seller nor Purchaser, as applicable, shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an the investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and the parties to this Agreement shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR ActAct and any other applicable antitrust or competition Laws of applicable foreign jurisdictions. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent to this Agreement shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other party with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationAgreement. (dc) Each party hereto agrees that it shall not, At the Purchaser’s request and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofexpense, the commencement of litigation seeking Seller agrees to take all reasonable actions the entry of, or Purchaser reasonably deems prudent in order to effect reasonably assist the dissolution of, Purchaser in obtaining any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizationsactions, consents, orders undertakings, approvals, waivers or authorizations by or from any Governmental Authority for or in connection with, and approvals of Governmental Authorities necessary for to reasonably assist the Purchaser in litigating or otherwise contesting any objections to or proceedings or other actions challenging, the consummation of the transactions contemplated by this Agreement. (d) The Seller shall cause the Company to give (and shall cause any applicable Subsidiary to give) any notices to third Persons, and use (and shall cause any applicable Subsidiary to use) commercially reasonable best efforts to obtain any consents or approvals from third Persons required in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that the Seller and the Company shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent or assignment may be required, except where any such amount is advanced to Seller or the Company by Purchaser. If the Company or any Subsidiary fails to obtain any such consent from a third Person, then the Seller shall (and shall cause the Company and its Subsidiaries to) use commercially reasonable best efforts to limit the adverse effect upon the Company and its Subsidiaries from the failure to obtain such consent. The Purchaser shall use commercially reasonable efforts to assist the Company and its Subsidiaries in obtaining all such consents and providing such notices, including providing any reasonable information or executing any documents reasonably required in connection therewith.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Seller shall cause use its Affiliates to, use reasonable best commercial efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all third parties, including all Governmental Authorities and officials that may be or become reasonably necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within ten (10) Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and The filing fee for such HSR Act filing shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to be borne by the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsPurchaser. (b) Without limiting The Seller shall cooperate and use its reasonable commercial efforts to obtain or assist the generality of the parties’ undertakings pursuant to Section 7.06(a), Purchaser in obtaining such third party consents and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that estoppel certificates as may be asserted by any antitrust reasonably necessary or competition Governmental Authority or any other party so as to enable the parties hereto to close desirable in connection with the transactions contemplated hereby by this Agreement. (c) The Purchaser shall cooperate and by use all reasonable efforts to assist the other Transaction Documents as promptly as practicable, Seller in giving such notices and in any event prior to the Termination Date, including proposing, negotiating, committing to obtaining such consents and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser in its sole discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Purchaser or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees The Seller and the Purchaser agree that, in the event that it any consent, approval or authorization reasonably necessary or desirable to preserve for the Business any right or benefit under any Assumed Contract is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as is reasonably practicable. If such consent, approval or authorization cannot be obtained, the Seller shall not, and shall cause use its Affiliates not to, enter into any transactionreasonable commercial efforts to provide the Purchaser with, or cause to be provided to the Purchaser, the rights and benefits of the affected Assumed Contract for the term of such Assumed Contract. To the extent that any agreement Assumed Contract is not capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of the other party thereto or any third party including a government or governmental unit, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any law, decree, order, regulation, or other governmental edict, this Agreement shall not constitute an assignment, transfer, sublease or sublicense thereof, or an attempted assignment, transfer, sublease or sublicense of any such Assumed Contract. (e) In using its reasonable commercial efforts to effect obtain any transaction authorization, order, consent, approval, assignment, estoppel certificate or waiver hereunder, the Seller shall not be obligated to incur costs, expenses (including any merger or acquisitionthird-party legal fees) that might reasonably be expected to make it more difficultand (collectively, or to increase the time required“Consent Costs”) which, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any along with all other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and Consent Costs incurred by the Seller, (x) exceed $500,000 in the aggregate and (y) are other Transaction Documents; than one-time costs to be paid in connection with obtaining such authorization, order, consent, approval, assignment or (iii) obtain all authorizationswaiver. For the sake of clarity, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementAudiovox shall not have any obligation to incur Consent Costs.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all any authorizations, consents, orders orders, Permits, certifications, licenses and approvals of any Person and all Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Documents and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders orders, Permits, certifications, licenses and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and Seller shall give or cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant heretogiven promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents as Purchaser may, and the entrance into such other arrangementsin its sole discretion, as are deem necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request desirable in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (c) Purchaser shall cooperate and assist Seller in giving such notices and obtaining such consents; provided, however that Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice or consent or to consent to any change in the terms of any agreement or arrangement which Purchaser, in its sole discretion, may deem adverse to the interests of Purchaser or the Business. (d) Seller shall transfer or assign all authorizations, consents, orders, Permits, certifications, licenses and approvals to Purchaser, to the extent such of the aforementioned are transferable or assignable; or to the extent that they are not transferable or assignable, Seller shall cooperate with Purchaser to provide any required notices to Governmental Authorities and to secure new authorizations, consents, orders, Permits, certifications, licenses and approvals which shall be required for the continued operation of the Business. (e) Seller and Purchaser further agree that, if any authorization, consent, order, Permit, certification, license or approval necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Seller is a party is not obtained or received prior to the Closing, subject to the right of Purchaser in such event not to consummate the purchase of the Acquired Assets pursuant to this Agreement, Seller will, subsequent to the Closing, cooperate fully with Purchaser in attempting to obtain such authorizations, consents, orders, Permits, certifications, licenses and approvals as promptly thereafter as practicable. In such event, if such authorizations, consents, orders, Permits, certifications, licenses or approvals cannot be obtained, Seller shall use its reasonable best efforts to provide Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement and, if Seller provides such rights and benefits to Purchaser, Purchaser shall bear the executory obligations and burdens thereunder. In no event, however, shall any lease, license, contract, commitment or other agreement or arrangement be deemed to have been assigned to Purchaser if such assignment would violate the terms thereof, except as Purchaser and Seller may otherwise agree in writing at such time.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Purchaser shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective filing, if necessary, pursuant to the HSR Competition Act (the costs of which shall be payable by the Purchaser) with respect to the transactions contemplated by this Agreement and Transactions within Twenty (20) Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Competition Act. Each party hereto agrees to, and shall cause its respective Affiliates to, the Purchaser will promptly make as promptly as practicable its respective all filings and notificationsor notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing under any other applicable antitrust, competition or trade regulation Law law without the written consent of the other party. The Purchaser and Seller each agree that it will not enter into any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not be required to supply as promptly as practicable pay any fees, applicable Taxes or other payments to the appropriate any Governmental Authorities in order to obtain any additional information and documentary material that may be requested authorization, notice to proceed, consent, order or approval including any made pursuant to the applicable antitrust, competition Competition Act or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees the Forest Act (British Columbia) in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsTransactions. (b) Without limiting the generality of the parties’ undertakings Purchaser’s undertaking pursuant to Section 7.06(a5.05(a), the Purchaser agrees to use its reasonable best efforts and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby and by the other Transaction Documents Transactions as promptly as practicable, and in any event prior to event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance entry into such other arrangements, arrangements as are necessary required or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the MergerTransactions. In addition, Parent shall, and the Purchaser shall cause use its Affiliates to, reasonable best efforts to defend through litigation on the merits any Action claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to by the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto to this Agreement shall promptly notify the other parties hereto of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each the other parties in exchanging such information and providing such assistance as the such other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR Competition Act. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have to this Agreement will provide the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other parties with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationTransactions. (d) Each party hereto agrees that it The Purchaser shall notnot take any action, and shall cause its Affiliates not to, or enter into any transaction, transaction or any agreement to effect any transaction (including any merger or acquisition) acquisition but not including transactions or agreements in the ordinary course of business), that might would reasonably be expected to make it more difficult, or to increase the time required, to difficult to: (i) obtain the expiration or termination of the waiting period under the HSR ActCompetition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, or (ii) obtain the approval under any other applicable antitrust, competition or trade regulation Lawlaw, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (iiiii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation completion of the transactions contemplated hereby and by the other Transaction Documents; Transactions, or (iiiiv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementTransactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of the Purchaser and the Seller shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will reasonably cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; . On May 20, 2016, each Party filed its Notification and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto agrees or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and shall cause its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates toshall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, make except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable practicable; provided, however, that other than in respect of a failure to comply with its respective filings and notificationsobligations under this Agreement, if anyincluding this Section 5.04, under the Seller shall have no Liability for the failure to obtain any other applicable antitrustconsent, competition approval or trade regulation Law and authorization prior to supply as promptly as practicable or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the appropriate Governmental Authorities Purchaser except with the consent of any additional information third party and documentary material that may such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be requested pursuant effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the applicable antitrustPurchaser only upon such time as such consent has been obtained, competition or trade regulation Law. Parent (ii) each Party shall, and shall cause its Affiliates to, pay all filing or notice fees in connection use reasonable best efforts and cooperate with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting other Party to obtain such consent as soon as practicable after the generality of the parties’ undertakings pursuant to Section 7.06(a)Closing Date, and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanentiii) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing except with respect to any matters contemplated by this Section 7.06(b); provided, however, that Customer Contract (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements which shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication governed exclusively by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigationSection 5.04(e), litigation or other inquiry unless it consults with the other parties in advance and), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Governmental AuthorityContract pursuant to this Section 5.04, gives the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other parties consideration received by the opportunity to attend Seller and participate at its Affiliates in respect of such meeting. Each party hereto shallobligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall cause indemnify the Seller and its Representatives to, coordinate representatives for any and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request all Losses incurred in connection with the foregoing and in seeking early termination Purchaser’s performance of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with (or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation as a result of the Business; (iifailure of the Purchaser to perform) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concernssuch obligations. This Section 7.06(c) For the avoidance of doubt, the foregoing shall not apply with respect to limit the Internal Separationclosing condition set forth in Section 8.02(f)(i). (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallSubject to clause (c) of this Section 6.5, and each of the parties shall cause its Affiliates to, use all reasonable best efforts to (i) promptly obtain all permits, authorizations, consents, orders and approvals of all Governmental Government Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and Agreement, including those consents set forth in the other Transaction DocumentsCompany Disclosure Schedule; (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iii) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals; , giving such notice and making such filings. (iiib) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective filing, if necessary, an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and the other Transaction Documents documentary material that may be requested by any Governmental Authority and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Buyer shall have no obligations to divest any of its businesses or assets or to engage in litigation in order to secure approval under the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify be responsible for the other parties hereto of any communication it or any payment of its Representatives receives expenses, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Buyer shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including pay all filing fees required under the HSR Act. The parties acknowledge that Parent shall have . (d) Each of Buyer and the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective RepresentativesMerger Sub, on the one hand, and any Governmental Authority or members of its staff, the Company on the other hand, shall, in connection with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (iefforts referenced in Section 6.5(a) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all requisite permits, authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, any Governmental Authority and (iii) permit the other party to review any communications given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority; provided that nothing will prevent a party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefor.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallSubject to the terms and conditions of this Agreement, prior to the Closing (or the Delayed Closing or Later Closing with respect to the Assets transferring at the Delayed Closing or Later Closing, respectively), each of Buyer and Parent shall cause use its Affiliates commercially reasonable efforts to, use reasonable best efforts to : (i) promptly obtain all authorizationscooperate with one another in determining which filings are required to be made by each of them prior to the Closing, the Delayed Closing or any Later Closing with, and which consents, orders and approvals approvals, Permits or authorizations are required or reasonably advisable to be obtained by each of all them prior to the Closing, the Delayed Closing or such Later Closing, respectively, from, Governmental Authorities that may be or become necessary for its other Persons in connection with the execution and delivery of, of this Agreement and the performance of its obligations pursuant under this Agreement, and (ii) subject to Section 5.03(a) of the Seller Disclosure Schedule, assist one another in timely making all such filings and timely seeking all such consents, approvals, Permits, authorizations and waivers required or reasonably advisable to be made and obtained by the others. Without limiting the generality of the foregoing, Buyer will use its commercially reasonable efforts to provide any guarantees of obligations under a Contract or Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Contract or Permit. In addition, prior to the Closing, Seller and Buyer shall each use, and shall each cause their respective Affiliates to use, commercially reasonable efforts to obtain all necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or responsible to pay the cost of, any unreasonable concession, alteration, modification, or amendment of, to, or under any IT Contract or such other Contract (including increased prices, fees, or volumes, term extensions, or entering into a new agreement for additional services) in connection with obtaining such consents. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the consummation of the transactions contemplated hereby under any Contract (other than the IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above); provided, that, other than with respect to IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above, without the prior written consent of Buyer, neither Parent nor its Affiliates shall commit to pay to any third party whose consent or approval is being solicited any amount of cash or other consideration or make any commitment or incur any Liability in connection therewith, in each case to the extent it would be an Assumed Liability. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person, no such consent (or amendment, assignment or novation of a Contract that acts as a consent) with respect to any Purchased Assets shall modify any of the terms or conditions of this Agreement. Prior to making any application to or filing with (such as confidential information relating to valuation of the Business, competitively sensitive information or privileged communications) any Governmental Authority in connection with this Agreement, Buyer and Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and afford one another a reasonable opportunity to comment on such drafts. As promptly as practicable, Buyer and Parent shall file or cause to be filed any filings required under any applicable Competition Laws in connection with this Agreement and the other Transaction Documents; (ii) cooperate fully with transactions contemplated hereby, including filing the other parties in promptly seeking to obtain all such authorizations, consents, orders Notification and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, Report Forms required pursuant to the HSR Act with respect to no later than ten (10) Business Days following the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees toDate, and shall using reasonable best efforts to file or cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to filed the applicable antitrust, competition or trade regulation Lawfilings under the Competition Laws set forth on Section 5.03(a) of the Seller Disclosure Schedule no later than fifteen (15) Business Days following the Agreement Date. Parent shall, and Buyer shall cause its Affiliates to, pay all bear the filing or notice fees in connection with of any required filing under the foregoing antitrust, competition and trade regulation Law filings and notificationsapplicable Competition Laws. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a5.03(a), each of Buyer and notwithstanding anything Parent shall (and shall use its commercially reasonable efforts to cause its Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to one another in this Agreement to seeking early termination of any waiting period under the contraryHSR Act or any foreign acquisition control or Competition Laws, Parent shallif applicable, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order use commercially reasonable efforts to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) Governmental Order that would restrain, prevent the Closing prior to the Termination Date; provided, however, that the obligation or materially delay consummation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior hereby. Subject to the Termination Date. To assist Parent in complying with its obligations under provisions of this Section 7.06(b)5.03, TDCC shallneither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the transactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall cause withdraw its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to initial filing under the Closing with respect to any matters HSR Act contemplated by this Section 7.06(b); provided5.03, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates similar filing concerning acquisition control Laws or Competition Laws, with the intent to agree refile such filing unless the other party has consented in advance to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business such withdrawal and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Mergerrefiling. (c) Each party hereto of Buyer and Parent shall (i) promptly notify the other parties hereto one another of any written or verbal communication it or any of its Representatives receives to that party from any Governmental Authority relating located in the United States or outside of the United States with respect to the matters that are the subject of transactions contemplated by this Agreement and or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, if practicable, permit the other parties one another to review in advance or engage in consultation, as appropriate, concerning any proposed substantive written or verbal communication by with respect to such party matters to any such Governmental Authority. None of Authority and incorporate the parties hereto shall other parties’ reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filingsfiling, investigation (including any settlement of an investigation), litigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend attend, (iii) respond as fully and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such promptly as reasonably practicable to any inquiries or requests for information and providing such assistance as the other parties hereto may reasonably request or documents received from any Governmental Authority in connection with the foregoing and in seeking early termination of any applicable waiting periods, including filings under the HSR Act. The parties acknowledge that Parent shall have Act or other similar filings concerning acquisition control Laws or Competition Laws related to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities transactions contemplated by this Section 7.06. Each party hereto shallhereby, and shall cause its Representatives to, provide each other (iv) furnish one another with copies of all correspondence, filings or and written communications between them or any of such parties and their Affiliates and their respective Representatives, representatives on the one hand, and any such Governmental Authority or members of its staff, staff on the other hand, with respect to this Agreement and the transactions contemplated by hereby. Notwithstanding anything to the contrary in this Agreement and Section, materials provided to the other Transaction Documents; provided, however, that materials party or its counsel may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client , privileged communications or other privilege or confidentiality concernscompetitively sensitive information. This Section 7.06(c) shall not apply with respect Each party may also reasonably designate any material provided to the Internal Separationother as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). (d) Each party hereto agrees Notwithstanding any other provision of this Agreement to the contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that it would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d). (e) Buyer shall not, and shall cause its Affiliates not to, enter acquire or agree to acquire, by merging with or into any transactionor consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement to effect any transaction (including any relating to, or the consummation of such acquisition, merger or acquisition) that might consolidation would reasonably be expected to make it more difficult, or to increase the time required, to to: (i) obtain impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of the any applicable waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documentsperiod; (ii) avoid increase the entry of, risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the commencement consummation of litigation seeking the entry of, transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Governmental Order on appeal or to effect the dissolution of, any injunction, temporary restraining order otherwise; or other order that would (iv) materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementhereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause its Affiliates to, for itself use all reasonable best efforts to obtain (ior, in the case of the Seller, cause the Company to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and for itself to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant foregoing, each party hereto will (i) use all reasonable efforts to Section 7.06(a), and notwithstanding anything prevent the entry in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid a judicial or eliminate each and every impediment administrative proceeding brought under any antitrust, competition or trade regulation Law that may be asserted by antitrust law of any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order preliminary injunction or other order in any suit or proceeding, which that would otherwise have the effect of materially delaying or preventing the make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; and by (ii) take promptly, in the other Transaction Documents; provided event that the effectiveness such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of such sale, divestiture an injunction or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shallorder, and diligently prosecute such appeal. (b) The Seller shall or shall cause its Affiliates to, defend through litigation on the merits any Action Company to give promptly such notices to third parties and use all reasonable efforts to obtain such third party consents as the Purchaser may deem necessary or desirable in connection with the transactions contemplated by any party this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dategiving such notices and obtaining such consents; provided, however, that neither the Purchaser nor the Seller shall have any obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice or consent or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser may deem adverse to the principal responsibility for coordinating any meetings with interests of the Purchaser or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings Company or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separationbusinesses. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into Neither the Purchaser nor the Seller knows of any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase reason why all the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the transactions contemplated by this Agreementhereby will not be received.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause each of its respective Affiliates to, use reasonable its best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the other Transaction Documents; Transition Services Agreement and (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition competition, regulatory or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition competition, regulatory or trade regulation Law. Parent shallAll fees or other payments required by applicable Law to be made to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals shall be equally borne by Purchaser and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsSeller. (b) Without limiting the generality of the parties’ undertakings Purchaser’s undertaking pursuant to Section 7.06(a5.04(a), and notwithstanding anything in this Agreement to the contrary, Parent Purchaser shall, and shall cause each of its Affiliates to, take any use its and all steps necessary their best efforts to avoid or eliminate each and every impediment under any antitrust, competition competition, regulatory or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close consummate the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Mergerthis Agreement. In addition, Parent the Purchaser shall, and shall cause its Affiliates to, defend through litigation on the merits any Action claim asserted in court by any party Governmental Authority in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates or any of their respective directors, officers, employees, agents, advisors or other representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None Neither of the parties hereto to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives Affiliates and its and their respective directors, officers, employees, agents, advisors or other representatives to, coordinate and cooperate fully with each the other party hereto in exchanging such information and providing such assistance as the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto Agreement shall, and shall cause its Representatives their respective Affiliates and their respective directors, officers, employees, agents, advisors or other representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesdirectors, officers, employees, agents, advisors or other representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the BusinessCompany and the Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable LawLaws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it The Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might would reasonably be expected to make it materially more difficult, or to materially increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition competition, regulatory or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documentsthis Agreement; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (e) The Seller shall, or shall cause the Company and the Subsidiaries to, give such notices to third parties (other than Governmental Authorities) and use commercially reasonable efforts to obtain such third party consents as are necessary in connection with the transactions contemplated by this Agreement. The Purchaser shall, and shall cause its Affiliates to, reasonably cooperate and assist the Seller, the Company and the Subsidiaries, as applicable, in giving such notices and obtaining such consents. Notwithstanding anything herein to the contrary, in obtaining any waivers, consents or approvals with respect to the transactions contemplated by this Agreement, (i) neither party hereto shall, or shall permit any of its Affiliates to, agree to any amendment of any such instrument which materially changes the terms thereof or imposes any obligation or liability on another party hereto without the prior written consent of such other party, and (ii) except as otherwise expressly provided by this Agreement, neither party hereto shall be obligated to execute any guarantees or undertakings or otherwise incur or assume any expense or liability in obtaining any such consent, authorization or waiver. (f) Notwithstanding anything to the contrary set forth in this Section 5.04, in the event that any authorization, consent, order or approval of any Governmental Authority set forth on Section 3.04 of the Disclosure Schedule (other than any clearance under the HSR Act) required to be obtained in connection with the transactions contemplated hereby fails for any reason to be obtained within thirty (30) days after the date on which application therefor shall have been submitted to the relevant Governmental Authority, then the parties hereto shall consider and negotiate in good faith alternative methods by which to obtain, eliminate the need to obtain, or mitigate any delay in obtaining such authorization, consent, order or approval as promptly as reasonably practicable. (g) Notwithstanding the foregoing, nothing in this Section 5.04 shall require, or shall be construed to require, the Purchaser or any of its subsidiaries to sell, divest or dispose of any assets, properties or businesses, or to incur any liabilities, or to otherwise agree or consent to any undertakings to the extent that doing so would materially and adversely affect the Company and the Subsidiaries or the Purchaser and its subsidiaries.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Seller and Purchaser shall cause (and Seller shall use its Affiliates to, use reasonable best efforts to cause Sigma to) use its reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all Consents, including but not limited to (i) promptly obtain all authorizationsany required filings for the Transaction under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) cooperate fully with all necessary filings under Foreign Investment Laws for the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; Transaction and (iii) provide such any other information submissions (including, as the case may be, submissions in connection with Seller’s efforts to obtain the Sigma Transaction Clearances), notifications or filings under applicable Competition Laws and Foreign Investment Laws for the Transaction ((i)-(ii)-(iii) collectively, the “Regulatory Filings”). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Sigma and the Sigma Entities not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Sigma Transaction Clearance or Consents of any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated Transaction, provided, however, nothing in this Section 4.5(a) shall be interpreted to restrict, or as an attempt to restrict, (i) Purchaser’s ability to respond to inquiries from any Governmental Authority or (ii) Purchaser’s ability to make statements in any litigation (and preparation for litigation), or investigation by any Governmental Authority, arising in connection with either the Transaction or the Sigma Transaction. (b) In furtherance and not in limitation of the foregoing, each Party hereto shall (and Seller shall use its reasonable best efforts to cause Sigma and the Sigma Entities to), in consultation and cooperation with the other, prepare and file those Regulatory Filings under the Competition Law and Foreign Investment Law as promptly as reasonably practicable after the execution of this Agreement (in each case, unless another date is mutually agreed between the Parties hereto), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any Regulatory Filings with such Governmental Authorities and thereafter make any other required submissions. Purchaser and Seller shall (and Seller shall use its reasonable best efforts to cause Sigma and the other Transaction Documents Sigma Entities to) use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any Governmental Authority, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to any Competition Law and Foreign Investment Law (including, in the HSR Actcase of Purchaser, to promptly make available to any relevant Governmental Authority information and appropriate personnel in response to any queries made by them that are raised in connection with the Sigma Transaction Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). Each If any objections are asserted with respect to the Transaction under any Competition Law or Foreign Investment Laws or if any suit or Action is instituted or threatened by any Governmental Authority or any private party hereto agrees challenging the Transaction as violative of any Competition Law or Foreign Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Sigma and the Sigma Entities to) use its reasonable best efforts to promptly resolve such objections. Except as otherwise provided in this Agreement, each Party shall bear its own costs of preparing its own filings pursuant to Competition Law and Foreign Investment Law and related expenses incurred to obtain any required approval from a Governmental Authority. Purchaser shall be required to, and shall cause its respective Affiliates subsidiaries to, make agree to any commitments to maintain selected activities, maintain in good shape associated tangible and intangible assets, and maintain associated human resources within a given territory, abide by contractual or regulatory obligations, ensure continuity of availability of certain intellectual property rights in certain territories, ensure continuity of supply of certain products or services, protect the confidentiality of information, or provide information to Governmental Authorities, as promptly as practicable its respective filings and notificationsmay be necessary to obtain (i) any approval, if anyor any expiration or termination of any waiting period, under the Foreign Investment Laws of the jurisdictions listed in Schedule 7.1(b), or (ii) any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to determination that Purchaser is an acceptable acquirer of the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees Business in connection with Seller’s efforts to obtain the Sigma Transaction Clearances, so long as complying with any such commitment would not have a material adverse effect on Purchaser’s ability to conduct the Business post-Closing. For the avoidance of doubt, any commitment requiring the sale, divestiture, or disposition of all or any part of the assets of the Business or of Purchaser’s existing businesses shall be considered a material adverse effect for purposes of Section 4.5(b)(i)-(ii). Except for the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to commitments described in Section 7.06(a4.5(b)(i)-(ii), and notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall require Purchaser to agree to (A) sell, divest, license, dispose of, or hold separate any assets or businesses of Purchaser or any of its Affiliates or the Business; (B) terminate, amend, or otherwise modify any contract or other business relationship; (C) agree to or be required to obtain “prior approval” or other affirmative approval from a Governmental Authority to carry out any future transaction, or to make any notification or provide prior notice to any Governmental Authority regarding any proposed transaction (except for notifications or notices for the Transaction); or (D) otherwise take or commit to take any action that could limit its freedom with respect to, or its ability to retain, one or more of its or any of its Affiliates’ businesses, product lines or assets. (c) Prior to the contraryClosing, Parent shallto the extent any Consent from any Governmental Authority is required or necessary, the Parties shall as promptly as practicable (i) furnish to each other Party’s counsel such reasonably necessary business information and provide reasonable assistance in preparing the filing party may reasonably request in connection with its preparation of any such filing or submission (ii) cooperate, by providing appropriate information regarding Purchaser’s business, in the preparation of substantive written or oral submissions or other communications to any Governmental Authority explaining, defending or advocating for the Transaction; and (iii) supply any additional or supplemental information that may be required or reasonably requested by any Governmental Authority within the time allowed by that request. The Parties shall additionally, and shall cause each of its Affiliates their respective Affiliates, as applicable, to, take subject to any and all steps necessary to avoid restrictions under applicable Law, or eliminate each and every impediment under objection from any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanentA) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto Party of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any substantive communication it or any of its Representatives receives inquiry received by such party from any a Governmental Authority relating to in connection with the matters that are the subject of this Agreement Transaction and permit the other parties Party to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed communication by draft notifications, formal notifications, filings, submissions or other written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Transaction to a Governmental Authority; (B) keep the other Party reasonably informed with respect to the status of any such party submissions and filings to any Governmental Authority. None of Authority in connection with the parties hereto shall agree to participate in Transaction and any meeting developments, meetings or discussions with any Governmental Authority in respect thereof, including with respect to (I) the receipt of any filingsnonaction, investigation action, clearance, consent, approval or waiver; (including II) the expiration of any settlement waiting period; (III) the commencement or proposed or threatened commencement of an investigation)any Action; and (IV) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Authority with respect to the Transaction; and (C) not independently participate in any meeting, litigation hearing, Action or other inquiry unless it consults discussions with or before any Governmental Authority in respect of the Transaction without giving the other parties in advance party reasonable prior notice of such meeting, hearing, Action or discussion, and, to the extent permitted unless prohibited by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separationparticipate. (d) Each party hereto agrees that ▇▇▇▇▇▇▇▇▇ and Seller may as it deems advisable and necessary, reasonably designate any non-public competitively sensitive material to be provided to the other Party under this Section 4.5(d) as “Outside Counsel Only Material” and such materials and information contained therein shall not, be given only to the outside legal counsel of the recipient and shall cause its Affiliates not to, enter into any transaction, or any agreement be disclosed by such outside legal counsel to effect any transaction employees (including any merger in-house legal counsel), officers, directors or acquisitionother independent contractors (including accountants and expert witnesses) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under recipient unless express permission is obtained in advance from the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation source of the transactions contemplated hereby and by the other Transaction Documents; materials or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementits legal counsel.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Sellers shall cause its Affiliates to, use reasonable their best efforts to obtain (ior cause the Companies to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) The Sellers shall, or shall cause the Companies to, give promptly such notices to third parties and (iii) provide use its or their best efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority the Purchaser may reasonably request in its sole discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsAgreement. (bc) Without limiting The Purchaser shall cooperate and use all reasonable efforts to assist the generality of the parties’ undertakings pursuant to Section 7.06(a), Sellers in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser in its sole discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Purchaser, the Companies or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees The Sellers and the Purchaser agree that, in the event that it shall notany consent, approval or authorization necessary or desirable to preserve for the Business and shall cause its Affiliates not tothe Companies any right or benefit under any lease, enter into license, contract, commitment or other agreement or arrangement to which any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable Companies is a party is not obtained prior to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofClosing, the commencement Sellers will, subsequent to the Closing, cooperate with the Purchaser, the Companies in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers shall use its best efforts to provide the Purchaser, the Companies, with the rights and benefits of litigation seeking the entry ofaffected lease, or to effect the dissolution oflicense, any injunctioncontract, temporary restraining order commitment or other order that would materially delay agreement or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary arrangement for the consummation term of such lease, license, contract or other agreement or arrangement, and, if the transactions contemplated by this AgreementSellers provides such rights and benefits, the Companies, as the case may be, shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Purchaser shall cause use its Affiliates to, use commercially reasonable best efforts to (i) take all steps necessary to promptly obtain all authorizations, consents, orders and approvals of NYSE Arca, NYSE Amex Equities and all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the other Transaction Documents; (ii) Ancillary Agreements, including the Exchange Offers, the registration of the New ETFs and the conversion of the Subject HOLDRS validly tendered for exchange and not withdrawn in the Exchange Offers into shares of the New ETFs, and the Purchaser shall, and the Seller shall cooperate fully with the other parties in Purchaser to, promptly seeking seek to obtain all such authorizations, consents, orders and approvals; . Within 60 days of the date of this Agreement, the Purchaser shall make all necessary filings with NYSE Arca and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate all Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, or become necessary for its execution and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry delivery of, and the commencement performance of litigation seeking its obligations under, this Agreement. The Seller shall cooperate with the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party Purchaser in order to avoid entry ofobtain any such authorization, or to have vacated or terminated, any decreeconsent, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateapproval; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) Seller shall not require TDCC be required to pay any fees or other payments to NYSE Arca, NYSE Amex Equities or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets Governmental Authorities (other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent normal filing fees that are imposed by Law on the consummation of the MergerSeller). (cb) Each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting; provided, however, that such filings, investigation or other inquiry is related to the transactions contemplated herein. Each party hereto shallSubject to the provisions set forth in the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periodsforegoing. Subject to the Confidentiality Agreement, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of ONEOK and Northern Border shall cause its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; , “Governmental Approvals”). ONEOK and Northern Border shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to obtain the Governmental Approvals. (iiib) provide such other information Neither ONEOK nor Northern Border shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Authority as such Approvals. ONEOK and Northern Border agree to make, or to cause to be made, all appropriate filings of notifications and reports required to obtain the Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make Approvals promptly its respective filing, if necessary, pursuant to after the HSR Act with respect to the transactions contemplated by date of this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any additional information such filings. ONEOK and documentary material that may be requested pursuant Northern Border agree to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary use their commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party in connection with the Governmental Approvals so as to enable the parties hereto Parties to expeditiously close the transactions contemplated hereby by this Agreement. ONEOK and by the other Transaction Documents as promptly as practicable, and in Northern Border agree to use commercially reasonable efforts to vacate or lift any event prior order relating to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which Governmental Approvals that would otherwise have the effect of materially delaying or preventing the consummation making any of the transactions contemplated hereby and by the this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other Transaction Documents; provided that the effectiveness terms or provisions of such salethis Agreement, divestiture in no event shall Northern Border or disposition its Subsidiaries be deemed to have any obligation to dispose of any assets or entry into such other arrangement shall be contingent on the consummation properties (including any assets or properties of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits Entities) or to enter into any Action by agreement with any party Person in order to avoid entry of, obtain early termination or expiration of the waiting period under the HSR Act or to have vacated or terminated, obtain any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerGovernmental Approvals. (c) Each party hereto Party shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other parties Party to review in advance any proposed communication by such Party to, or filing by such party to with, any Governmental Authority. None of the parties hereto No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties Party in advance and, to the extent permitted by such Governmental Authority, gives affords the other parties Party the reasonable opportunity to attend and participate at such meetingparticipate. Each party hereto shall, and shall cause its Representatives to, Party will coordinate and cooperate fully with each the other Party in exchanging such information and providing such assistance as the such other parties hereto Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including periods under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with Act or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of any other Governmental Authorities contemplated by this Section 7.06Approvals. Each party hereto shall, and shall cause its Representatives to, Party will provide each the other Party with copies of all correspondence, filings or communications between them it or any of their respective its Representatives, on the one hand, and any Governmental Authority or members of its staffAuthority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement Agreement, including with respect to the Party hereto making a filing, providing copies of all such documents to the non-filing Party and its Representatives prior to filing (except that neither Party hereto shall be under an obligation of any kind to provide the other Transaction Documents; providedParty with documents, however, that materials may be redacted (i) material or other information relating to remove references concerning the such Party’s valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation). (d) Each party hereto agrees that it Northern Border and ONEOK shall not, (and shall each cause its their respective Affiliates not to) use commercially reasonable efforts to obtain all consents, enter into authorizations, waivers and approvals of third parties that any transactionof Northern Border, ONEOK or any agreement to effect any transaction their respective Affiliates (including any merger or acquisitionthe Entities) that might reasonably be expected are required to make it more difficult, or obtain in order to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to consummate the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementhereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto Acquiror shall, and shall cause each of its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction DocumentsAcquiror Ancillary Agreements; (ii) cooperate fully with Seller and the other parties Companies in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable, and in no event, no later than five (5) Business Days following the date hereof, its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable practicable, and in no event, no later than five (5) Business Days following the date hereof, its respective filings and notifications, if any, under any other applicable antitrust, competition competition, or trade regulation Applicable Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition competition, or trade regulation Applicable Law. Parent Acquiror shall, and shall cause its Affiliates to, pay all filing fees or notice fees make other payments required by Applicable Law to any Governmental Authority in connection with the foregoing antitrustorder to obtain any such authorizations, competition and trade regulation Law filings and notificationsconsents, orders or approvals. (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None Neither of the parties hereto to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with each the other party hereto in exchanging such information and providing such assistance as the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto Agreement shall, and shall cause its their respective Affiliates and their respective Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and incorporate the other Transaction Documentsparties’ reasonable comments thereon; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the BusinessCompany Group; (ii) as necessary to comply with contractual arrangements or applicable LawApplicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) No party to this Agreement shall extend any waiting period or comparable period under the HSR Act or other under any other applicable antitrust, competition, or trade regulation Applicable Law or enter into any agreement with any Governmental Authority not apply to consummate the transactions contemplated hereby, except with respect to the Internal Separationprior written consent of the other parties hereto. (dc) Each party hereto agrees that it Acquiror shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition competition, or trade regulation Applicable Law, applicable to the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documentsthis Agreement; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.2, each of the parties hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible. Notwithstanding the foregoing or any other provision of this Agreement, Seller and the Company Group shall not, without Acquiror’s prior written consent, commit to any divestiture transaction or agree to any restriction on the Business, and nothing in this Section 8.2 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Article 11 so long as such party has up to then complied in all material respects with its obligations under this Section 8.2, (ii) require Acquiror or any of its Affiliates to offer, accept or agree to (A) dispose, sell or hold separate any part of its or the Company Group’s operations, assets or business (or a combination of Acquiror’s and its Affiliates’ and the Company Group’s respective operations, assets or businesses), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which Acquiror, the Company, or any of their Affiliates may carry on business in any part of the world or (iii) require any party to this Agreement to contest or otherwise resist any administrative or judicial action or proceeding by (1) a Governmental Authority or (2) any proceeding by a private party beyond (x) the use of commercially reasonable efforts to avoid the entry of, or effect the dissolution of, any permanent, preliminary or temporary injunction or other order that would delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement and (y) pursuing a motion to dismiss or similar action with respect to such private party challenging any of the transactions contemplated hereby, and in each case taking any necessary related actions in connection therewith. (e) Acquiror shall provide all reasonably requested cooperation in connection with Seller’s works council consultation obligations described in Section 10.5 of the Company Disclosure Letter. Nothing in this Section 8.2(e) shall obligate or be construed to obligate Acquiror or any of its Affiliates to make, or to cause to be made, any payment to any third party in relation to the works council cooperation offered by Acquiror to Seller as described in the immediately preceding sentence.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Seller shall cause its Affiliates to, use reasonable her best efforts to obtain (ior cause the Company to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) The Seller shall or shall cause the Company to give promptly such notices to third parties and (iii) provide use its or their best efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority the Purchaser may reasonably request in its sole and absolute discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerAgreement. (c) Each party hereto The Purchaser shall promptly notify cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other parties hereto consideration of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser in its sole and absolute discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Purchaser, the Company or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase The Seller knows of no reason why all the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the transactions contemplated by this Agreementhereby will not be received. (e) The Seller, the Company and the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business, the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Seller or the Company is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use their best efforts to provide the Company with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provide such rights and benefits, the Company shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, The Purchaser and the Seller each shall cause use its Affiliates to, use commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements. Each party hereto will cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to . Neither party will take any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees toaction that would have the effect of delaying, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to impairing or impeding the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities receipt of any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsrequired approvals. (b) Without limiting the generality of the parties’ undertakings pursuant to Except as provided in Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise5.06, the sale, divestiture or disposition of Purchaser shall give promptly such notices to third parties and use its assets, properties or businesses or of the assets, properties or businesses best efforts to be acquired by it pursuant hereto, obtain such third party consents and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request estoppel certificates in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (c) The Seller shall cooperate and use all reasonable efforts to assist the Purchaser in giving such notices and obtaining such consents and estoppel certificates. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business any right or benefit under any Material Contract is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its commercially reasonable efforts to provide the Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Purchaser shall assume the obligations and burdens thereunder, including, reimbursing the Seller for payments made by the Seller on behalf of the Purchaser. (e) In furtherance of Section 5.03(d), unless otherwise directed by the Purchaser in writing, the Seller will: (i) to the extent permitted by the Client Arrangements or Law, assign and transfer all Client Arrangements to the Purchaser; (ii) use commercially reasonable efforts to encourage Clients to enter into written agreements with the Purchaser, substantially in the form of Exhibit 5.03 hereto, for the provision of Health and Welfare Services ("Purchaser Client Contracts"), and (iii) to the extent the Client Arrangements or applicable Law prohibit compliance with subparagraphs (i), or (ii), use its commercially reasonable efforts to provide the Purchaser with the rights, benefits and obligations under such Client Arrangement, including, at the Purchaser's request, terminating the Client Arrangements, in accordance with its terms, with a particular Client and working with the Purchaser and the Client to have the Purchaser and Client enter into an arrangement with respect to the provision by the Purchaser of Health and Welfare Services. (f) Subject to Section 5.03(e), upon the earliest to occur of (i) the expiration of the remaining term of a Client Arrangement, (ii) the assignment or transfer of a Client Arrangement by the Seller to the Purchaser, or (iii) the entering into of an alternative arrangement between the Purchaser and the Client with respect to such Client Arrangement, the Seller shall have no further obligation to the Purchaser to obtain any consents from such Client.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within five Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party The parties hereto agrees towill not take any action that will have the effect of delaying, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under impairing or impeding the receipt of any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsrequired approvals. (b) Without limiting The Sellers shall use commercially reasonable efforts to obtain such third party consents as the generality Purchaser may reasonably deem necessary or desirable in connection with the transfer of the parties’ undertakings pursuant to Section 7.06(aMaterial Contracts (other than Customer Contracts), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, being understood that (i) nothing in this Section 7.06(b) 5.04 is intended to be a covenant that the Sellers shall not require TDCC or in fact obtain on the Purchasers' behalf any of its Affiliates to agree to any salesuch consents, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) obtaining such consents shall not be a condition to Closing. The Purchaser shall, and the effectiveness of any salePurchaser shall cause the other Purchasers to, divestiture or disposition or entry into cooperate and use commercially reasonable efforts to assist the Sellers in obtaining such other arrangements shall be contingent on the consummation of the Mergerconsents. (c) Each The Sellers and the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business or the Purchasers any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which CCPS, a Company or the Subsidiary is a party hereto and which is to be transferred to the Purchasers pursuant to Section 2.01, 2.02 and 2.03 is not obtained prior to the Closing, the Sellers will, subsequent to the Closing, cooperate with the Purchasers in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers will use commercially reasonable efforts to provide the Purchasers on a back-to-back or similar basis with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract, commitment or other agreement or arrangement, and the Purchaser shall, or the Purchaser shall promptly notify cause the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, Purchasers to (i) obtain assume the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement obligations and the other Transaction Documents; burdens thereunder and (ii) avoid indemnify the entry of, the commencement of litigation seeking the entry Sellers and their Affiliates for any claims by third parties arising out of, or to effect the dissolution ofrelating to, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation such obligations and burdens of the transactions contemplated hereby and Sellers assumed by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementPurchasers thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and Party shall cause its Affiliates to, use commercially reasonable best efforts to (i) promptly obtain all permits, governmental licenses, authorizations, qualifications, notifications, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Basic Agreements and each of the transactions contemplated hereby and thereby, including, but not limited to, entering into the Basic Agreements to which it is contemplated to become a party as provided hereby and thereby and will cooperate fully with the each other parties in promptly seeking to obtain all such permits, governmental licenses, authorizations, qualifications, notifications, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Laws by such Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsfor this purpose. (b) Without limiting the generality Each Party shall promptly notify such third parties and use commercially reasonable efforts to obtain such third party approvals, contractual consents, waivers and amendments as each of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything other Parties may in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps reasonable discretion deem necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close desirable in connection with the transactions contemplated by this Agreement; without limiting the foregoing, Beam hereby and by the other Transaction Documents as promptly as practicable, and in any event prior covenants to use commercially reasonable efforts to obtain consents to the Termination Date, including proposing, negotiating, committing assignment and transfer of existing distribution agreements in respect of Existing Agency Brands to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or DNV as of the assets, properties Closing Date or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent promptly following the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each Party shall cooperate and use commercially reasonable efforts to assist each other Party in giving such notices and obtaining such third party hereto shall promptly notify approvals, contractual consents, waivers and amendments. (d) The Parties agree that, in the other parties hereto event any third party approval, contractual consent, waiver or amendment necessary or desirable to preserve for the business of any communication it of the Parties any right or benefit under any of its Representatives receives from lease, license, contract, commitment or other agreement or arrangement to which any Governmental Authority relating Party is a party is not obtained prior to the matters that are Closing, the subject Parties will, subsequent to the Closing, cooperate in attempting to obtain such third party approval, contractual consent, waiver or amendment as promptly thereafter as practicable. (e) The Parties shall, promptly after the date of this Agreement Agreement, prepare and permit file the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of notifications required under the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request HSR Act in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; providedBasic Agreements. (f) To the extent required third party approvals, howevercontractual consents, that materials may waivers or amendments are not obtained prior to the Closing, and such matters shall not have been waived as a condition to the Closing, then until such third party approvals, contractual consents, waivers or amendments are obtained, the Party required to obtain such third party approvals, contractual consents, waivers or amendments (which for DNV shall be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements JBBCo. or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(cJBBW) shall not apply use commercially reasonable efforts to cause DNV to obtain the benefits and DNV to assume the obligations with respect to such items in accordance with this Agreement by acting as subcontractor, sublicensee, sublessee or third party beneficiary of the Internal Separation. (d) Each applicable Party and the applicable Party shall enforce for the benefit of DNV any and all rights of such Party against a third party hereto with respect to any such items and such Party shall promptly pay to DNV any and all monies received by such Party in connection with any such lease, license, contract, commitment or other agreement or arrangement. The applicable Party shall continue to use all commercially reasonable efforts to obtain third party approvals, contractual consents, waivers or amendments with respect to each such item as may be required. In addition, in the event that any lease, license, contract, commitment or other agreement or arrangement which contains a non-competition or non-disclosure provision in favor of DNV as successor to a Party and such provision shall not be assignable to DNV at Closing, the applicable Party hereby covenants and agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time requiredenforce, to (i) obtain the expiration or termination of extent legally possible, at DNV's request, in accordance with DNV's instructions and at DNV's expense, the waiting period under the HSR Act, or any other applicable antitrust, non-competition or trade regulation Lawnon-disclosure provisions of such lease, applicable license, contract, commitment or other agreement or arrangement. Notwithstanding anything herein to the transactions contemplated by contrary, nothing in this Section 6.02 shall limit a Party's right to terminate this Agreement and the other Transaction Documents; (ii) avoid the entry ofpursuant to Article VIII, the commencement of litigation seeking the entry of, or so long as such Party has up to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain then complied in all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by material respects with its obligations under this AgreementSection 6.02.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, Purchaser and the Seller shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (ii) Transition Services Agreement, and will cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective filing, if necessary, pursuant to the HSR Act Act, the German ARC and any other applicable foreign antitrust Law with respect to the transactions contemplated by this Agreement and but in no event more than ten (10) Business Days after the other Transaction Documents date of this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any the German ARC or such other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation foreign antitrust Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a5.04(a), each party hereto agrees to use its reasonable best efforts and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps reasonably necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close consummate the transactions contemplated hereby by this Agreement and by the other Transaction Documents Transition Services Agreement as promptly as practicable, and in any event prior to the Termination Datepractical, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture divesture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, to this Agreement as are necessary or advisable required to be divested in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby by this Agreement and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the MergerTransition Services Agreement. In addition, Parent shall, and each party hereto shall cause use its Affiliates to, reasonable best efforts to defend through litigation on the merits any Action claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment Governmental Order (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerClosing. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and shall permit the other parties party to review in advance any proposed communication by such party to any Governmental AuthorityAuthority relating to the subject matter of this Agreement and shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to such matters. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act, the German ARC or any other foreign antitrust Law. The Subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Purchaser shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizationsAuthorizations, consents, orders and approvals of all Governmental Authorities Entities and officials and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties Seller in promptly seeking to obtain all such authorizationsAuthorizations, consents, orders and approvals; and . (iiib) provide such The Purchaser shall use its best efforts to obtain consents to Seller’s sale of the capital stock of the Vessel Owning Subsidiaries from each of the Existing Lenders, other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to than the HSR Act consent of China Merchants Bank with respect to the Purchaser’s acquisition of the capital stock of Shinyo Saowalak Limited, which Seller shall use its best efforts to obtain. (c) The Purchaser shall give promptly such notices to third parties and use its best efforts to obtain such third party consents as Seller may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsAgreement. (bd) Without limiting Seller shall cooperate and use all reasonable efforts to assist the generality of the parties’ undertakings pursuant to Section 7.06(a), Purchaser in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into obtaining such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateconsents; provided, however, that Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the obligation term of Parent set forth any agreement or arrangement which Seller in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior its reasonable discretion may deem adverse to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b)interest of Seller, TDCC shall, and shall cause its Affiliates to, enter into agreements the Purchaser or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerVessel Owning Subsidiaries. (ce) Each party hereto shall promptly notify The Purchaser knows of no reason why all the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities Authorizations necessary for the consummation of the transactions contemplated by hereby will not be received. (f) Except for those Existing Lender consents which shall be Purchaser’s responsibility as set forth in Section 4.4(b) above, Seller shall use its best efforts to obtain all Authorizations, consents, orders and approvals of all Governmental Entities and officials and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this AgreementAgreement and will cooperate fully with the Purchaser in promptly seeking to obtain all such Authorizations, consents, orders, and approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Sellers shall cause its Affiliates to, use reasonable their best efforts to obtain (ior cause the Company to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Escrow Agreement and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within five Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and The Sellers shall or shall cause each of the Company to give promptly such notices to third parties and use its Affiliates to, take any or their best efforts to obtain such third party consents and all steps estoppel certificates as the Purchaser may in its sole and absolute discretion deem necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close desirable in connection with the transactions contemplated hereby by this Agreement. (c) The Purchaser shall cooperate and by use all reasonable efforts to assist the other Transaction Documents as promptly as practicable, Sellers in giving such notices and in any event prior to the Termination Date, including proposing, negotiating, committing to obtaining such consents and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser in its sole and absolute discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Purchaser, the Company or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination None of the waiting period under Sellers knows of any reason why all the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the transactions contemplated by this Agreementhereby will not be received. (e) Each of the Sellers and the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business or the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which any such Seller or the Company is a party is not obtained prior to the Closing, such Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, such Seller shall use its best efforts to provide the Company, at the Company's sole expense, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if such Seller provides such rights and benefits, the Company shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and of the Parties shall cause its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; , “Governmental Approvals”). ONEOK and the NBP Partnerships shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to obtain the Governmental Approvals. (iiib) provide such other information Neither ONEOK nor the NBP Partnerships shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Authority as such Approvals. ONEOK and the NBP Partnerships agree to make, or to cause to be made, all appropriate filings of notifications and reports required to obtain the Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make Approvals promptly its respective filing, if necessary, pursuant to after the HSR Act with respect to the transactions contemplated by date of this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any additional information such filings. ONEOK and documentary material that may be requested pursuant the NBP Partnerships agree to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary use their commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party in connection with the Governmental Approvals so as to enable the parties hereto Parties to expeditiously close the transactions contemplated hereby by this Agreement. ONEOK and by the other Transaction Documents as promptly as practicable, and in NBP Partnerships agree to use commercially reasonable efforts to vacate or lift any event prior order relating to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which Governmental Approvals that would otherwise have the effect of materially delaying or preventing the consummation making any of the transactions contemplated hereby and by this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other terms or provisions of this Agreement, in no event shall the other Transaction Documents; provided that the effectiveness NBP Partnerships or their Subsidiaries be deemed to have any obligation to dispose of such sale, divestiture any assets or disposition properties (including any assets or entry into such other arrangement shall be contingent on the consummation properties of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits Entities) or to enter into any Action by agreement with any party Person in order to avoid entry of, obtain early termination or expiration of the waiting period under the HSR Act or to have vacated or terminated, obtain any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerGovernmental Approvals. (c) Each party hereto Party shall promptly notify the other parties hereto of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other parties Parties to review in advance any proposed communication by such Party to, or filing by such party to with, any Governmental Authority. None of the parties hereto No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives affords the other parties Parties the reasonable opportunity to attend and participate at such meetingparticipate. Each party hereto shall, and shall cause its Representatives to, Party will coordinate and cooperate fully with each the other Parties in exchanging such information and providing such assistance as the such other parties hereto Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including periods under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with Act or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of any other Governmental Authorities contemplated by this Section 7.06Approvals. Each party hereto shall, and shall cause its Representatives to, Party will provide each the other Parties with copies of all correspondence, filings or communications between them such Party or any of their respective its Representatives, on the one hand, and any Governmental Authority or members of its staffAuthority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement Agreement, including with respect to the Party hereto making a filing, providing copies of all such documents to the non-filing Parties and their Representatives prior to filing (except that no Party hereto shall be under an obligation of any kind to provide the other Transaction Documents; providedParties with documents, however, that materials may be redacted (i) material or other information relating to remove references concerning the such Party’s valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation). (d) Each party hereto agrees that it The NBP Partnerships and ONEOK shall not, (and shall each cause its their respective Affiliates not to) use commercially reasonable efforts to obtain all consents, enter into authorizations, waivers and approvals of third parties that any transaction, of the Parties or any agreement to effect any transaction their respective Affiliates (including any merger or acquisitionthe Entities) that might reasonably be expected are required to make it more difficult, or obtain in order to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to consummate the transactions contemplated by hereby. (e) Northern Border shall use commercially reasonable efforts to list the Common Units to be issued to ONEOK pursuant to this Agreement and on the other Transaction Documents; (ii) avoid New York Stock Exchange, prior to the entry of, the commencement of litigation seeking the entry of, Closing Date or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation immediately upon conversion of the transactions Units into Conversion Units, subject to official notice of issuance. (f) The Parties agree to cooperate and assist in the filing of proxy solicitation materials relating to matters contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation requiring a vote of the transactions contemplated by this Agreementholders of the outstanding Common Units of Northern Border, as promptly as practicable after the date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Trican Parent and ▇▇▇▇▇ Parent shall cause use its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other Party’s obligations pursuant to, this Agreement and the other consummation of the transactions contemplated by, the Transaction Documents; (ii) , including, without limitation, Consents that may be required under the HSR Act or other Competition Law. Trican Parent and ▇▇▇▇▇ Parent shall cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to Consents. If any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of ▇▇▇▇▇ Parent and Trican Parent shall use its commercially reasonable efforts to promptly resolve such objections. Notwithstanding anything to the contrary in this Section 6.8, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement shall require or obligate ▇▇▇▇▇ Parent or any of its Affiliates to, and Trican Parent shall not and shall not permit their Subsidiaries to, without the prior written consent of ▇▇▇▇▇ Parent, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of the Buyer Companies, Seller Companies or any of their respective Affiliates, as applicable. In furtherance and not in limitation of the foregoing, to the extent required by applicable Competition Law, each party hereto agrees to make an appropriate filing of a HSR Act Notification with respect to the transactions contemplated hereby (which filing shall request early termination of the waiting period under the HSR Act) as promptly as practicable and in any event within ten Business Days from the date hereof, or such other Transaction Documents time as mutually agreed to by the Parties, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees toAct and use its commercially reasonable efforts to take, and shall or cause its respective Affiliates toto be taken, make as promptly as practicable its respective filings and notifications, if any, under any all other applicable antitrust, competition actions consistent with this Section 6.8 necessary to cause the expiration or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to termination of the applicable antitrust, competition or trade regulation Lawwaiting periods under the HSR Act (including any extensions thereof) as soon as practicable. Parent shall, Filing fees with respect to such filing and notifications shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsbe borne by ▇▇▇▇▇ Parent. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto Party shall promptly notify the other parties hereto Party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties Party to review in advance any proposed communication by such party Party to any Governmental AuthorityAuthority relating to the matters that are the subject of this Agreement. None of the parties hereto No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement (including any settlement of an investigation), litigation proceedings under or relating to the HSR Act or other inquiry Competition Law) unless it consults with the other parties Party in advance and, to the extent permitted by such Governmental Authority, gives the other parties Party the opportunity to attend and participate at such meeting. Each party hereto shall, and The Parties shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto Party may reasonably request in connection with the foregoing foregoing. Where appropriate, due to competition or commercial reasons or otherwise, a Party may limit such disclosure solely to the other Parties’ external legal counsel. (c) Buyer and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that ▇▇▇▇▇ Parent shall have the principal primary responsibility for coordinating any meetings with securing the transfer, reissuance or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining procurement of the consents and approvals Business Permits set forth on Schedule 2.1(h) of Governmental Authorities contemplated by this Section 7.06the Seller Disclosure Schedule effective as of the Closing Date. Each party hereto Seller Companies shall, and Trican Parent shall cause its Representatives Seller Companies to, provide each cooperate with ▇▇▇▇▇ Parent’s and Buyer’s efforts in this regard, assist in any transfer or reissuance of such Permits held by the Seller Companies or the procurement of any other with such Business Permits when so requested by ▇▇▇▇▇ Parent and use its commercially reasonable efforts to ensure that all such Business Permits are available to ▇▇▇▇▇ Parent and Buyer without a disruption to the Business. Seller’s commercially reasonable efforts shall include, but not be limited to, providing copies of all correspondencesuch Business Permits to Buyer, filings or communications between them or any providing ▇▇▇▇▇ Parent and Buyer with all information it requires about unshipped balances and other terms and conditions of their respective Representatives, on the one handand compliance with such Business Permits, and any engaging with Governmental Authority Authorities with or members of its staff, on as required by ▇▇▇▇▇ Parent and Buyer to secure the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation transfer or reissuance of the Business; (ii) as necessary Business Permits to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationBuyer. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and in connection with the performance of its obligations pursuant to, this Agreement and the other Transaction DocumentsStock Purchase; (ii) cooperate fully with the each other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees toshall, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement Agreement. Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other Transaction Documents applicable Antitrust Law and to each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the HSR Actapplicable Antitrust Law. Each party hereto agrees toof Acquiror, on the one hand, and the Seller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, pay and shall cause its Affiliates to, pay be solely responsible for the payment of 50% of all filing or notice fees associated with such filings (in connection with the foregoing antitrustcase of the Seller Guarantors, competition the Sellers, NewCo and trade regulation Law filings and notificationsthe Company, such amounts shall be Transaction Expenses). (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. . (c) None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and or shall cause permit its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Actapplicable Antitrust Law. Nothing in this Section 8.2 or otherwise in this Agreement, (i) shall require Acquiror to take any action that would prohibit or limit in any respect, or place any other applicable antitrustconditions on, competition the ownership or trade regulation Lawoperation by Acquiror or its Affiliates of the Company, applicable the ownership or operation by Acquiror, its Affiliates or the Company of any portion of their respective businesses or assets, or compel Acquiror, its Affiliates or the Company to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry dispose of, the commencement divest, hold separate or license any portion of litigation seeking the entry oftheir respective businesses, assets or to effect the dissolution ofintellectual property rights, any injunctionrespectively, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation in each case as a result of the transactions contemplated by this Agreement, and (ii) the Company, Seller Guarantors, the Sellers and NewCo shall not have any obligation to agree to or effect the disposition of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights that are not contingent upon the closing of the transactions described herein.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, The Selling Entities shall use (and shall cause its their Affiliates to, use to use) their respective commercially reasonable best efforts to promptly obtain all consents, licenses, permits, Authorizations or approvals required to be obtained by any of them from any Governmental Authority or any other Person in connection with the Acquisition (including each of the Regulatory Approvals and the approvals described in Sections 3.06 and 3.14 of the Disclosure Schedule) and the Purchaser shall use its (and shall cause the Acquiring Subsidiaries to use their respective) commercially reasonable efforts to promptly obtain all consents, licenses, permits, Authorizations or approvals required to be 116 obtained by any of them from any Governmental Authority or any other Person in connection with the Acquisition (including each of the Regulatory Approvals and the approvals described in Exhibit 4.03) (it being agreed, that in connection with obtaining such third party consents, approvals, Authorization or waivers, none of the Parent, the Seller or TLI will cause or permit any Purchased Entity or any Asset Seller (with respect to any Acquired ISF Assets or any Assumed ISF Liabilities) (i) promptly obtain all authorizations, consents, orders and approvals to waive any rights it may have in respect of all Governmental Authorities that may be third parties or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) cooperate fully to agree to any material modifications with respect to any of the Financing Contracts or Material Contracts). To the extent that the Selling Entities are required to spend any amounts in order to obtain from any Person (other than any Governmental Authority) any of the consents, licenses, permits, Authorizations or approvals described above, the Purchaser shall pay to the applicable Selling Entity, promptly upon such Selling Entity's written request therefor, 50% of all such costs actually expended by it; provided, however, that in no event shall the Purchaser be required to reimburse the Selling Entities for more than $100,000 (in the aggregate) in connection with the other parties Selling Entities efforts to obtain such consents, licenses, permits or Authorizations as set forth above. The Seller shall cause the Purchased Entities to cooperate with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders licenses, permits, Authorizations or approvals. (b) Each of the Selling Entities and approvals; the Purchaser agrees to make, or to cause to be made, all appropriate filings of notifications and (iii) provide such other information reports reasonably required to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees toobtain the consents, licenses, permits, Authorizations and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, approvals required to be obtained by it pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply Section 5.06(a) as promptly as practicable after the date of this Agreement, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may properly be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under by any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsAuthority. (bc) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit event shall the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC Purchaser or any of its Affiliates have any obligation to agree to any saledispose of, divestiture, disposition hold separate or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness otherwise restrict their respective enjoyment of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesassets or properties (including, on after the one handClosing, and the assets or properties of any Governmental Authority Purchased Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationAcquired ISF Assets). (d) Each If the Selling Entities have been unable to obtain any third party hereto agrees consents necessary to the transfer of ownership to the Purchaser or an Acquiring Subsidiary of title to any Acquired ISF Assets or other Property that it is subject to a consent or approval set forth in Section 3.06 or Section 3.14 of the Disclosure Schedule for a period ending six months after the Closing Date, then the Purchaser shall nothave the right to require the Selling Entities to purchase such Acquired ISF Asset or other Property that is subject to a consent or approval set forth in Section 3.06 or Section 3.14 of the Disclosure Schedule at a price equal to the net book value of such Acquired ISF Asset or Property as of the date of such purchase by wire transfer of immediately available funds to an account designed by the Purchaser. The Purchaser shall assign, and or shall cause any of its Affiliates not toto assign, enter into any transaction, to Seller or any agreement to effect of its Affiliates on an "AS-IS, WHERE IS" basis without representation or warranty or recourse of any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficultkind, or to increase the time required, to (i) obtain the expiration or termination all of the waiting period under Purchaser's or its Affiliate's right, title and interest in the HSR Act, or Acquired ISF Asset and any other applicable antitrust, competition Property subject to such consent or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementapproval.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause The Seller will use its Affiliates to, use commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Documents and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; , including any filings required to be made by the Seller or any Affiliate under the Exchange Act in connection with the issuance or ownership of the Purchaser’s shares of Common Stock. (b) Subject to the terms of this Agreement, the Seller shall give promptly such notices to third parties and (iii) provide use its commercially reasonable efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority the Purchaser may reasonably request deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to with the HSR Act with respect to consummation of the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable Documents, including, without limitation, all consents to the appropriate Governmental Authorities any additional information transfer of the Contracts listed in Schedule 4.7(c) and documentary material that may be requested pursuant all consents required to transfer to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notificationsPurchaser all of the Licensed Intellectual Property, if any, under any other applicable antitrust, competition or trade regulation Law and (which Seller agrees are reasonable requests of Purchaser). With respect to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees Contracts listed in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(aSchedule 4.7(a), the Purchaser shall cooperate and notwithstanding anything use all reasonable efforts to assist the Seller in this Agreement to the contrary, Parent shall, giving such notices and shall cause each of its Affiliates to, take any obtaining such consents and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior subject to the Termination Date. To assist Parent terms of this Agreement, the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in complying connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any Contract which the Purchaser in its obligations under this Section 7.06(b), TDCC shall, sole and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior absolute discretion may deem adverse to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation interests of the MergerPurchaser or the Business. (c) Each party hereto Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify the other parties hereto of not constitute an agreement to assign any communication it Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Seller will use its Representatives receives from any Governmental Authority relating commercially reasonable efforts to obtain the matters that are the subject consent of this Agreement and permit the other parties to review in advance any proposed communication by such party Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to any Governmental Authoritythe Purchaser as the Purchaser may reasonably request. None If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the parties hereto shall agree Seller thereunder so that the Purchaser would not in fact receive all such rights, the Seller and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to participate in any meeting with any Governmental Authority in respect the Purchaser, or under which the Seller would enforce for the benefit of any filingsthe Purchaser, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties Purchaser assuming the Seller’s obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to the Purchaser when received all monies received by the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder in advance andeach case that relate to the time period from and after the Closing Date, except to the extent the same represents an Excluded Asset. In such event, the Seller and the Purchaser shall, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend benefits and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination obligations of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall Purchased Asset have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect been provided to the Internal SeparationPurchaser by alternative arrangements satisfactory to the Purchaser and Seller, negotiate in good faith an adjustment in the Purchase Price. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable Prior to the transactions contemplated by this Agreement Closing, the Seller and the other Transaction Documents; (ii) avoid Purchaser shall use commercially reasonable efforts to negotiate with the entry of, parties to the commencement of litigation seeking Prepaid Customer Contracts to reduce the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementSeller’s liability under such contracts.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Boston Scientific and Abbott shall cause use its Affiliates to, use reasonable best efforts to (i) obtain, and, to the extent necessary, Boston Scientific will use its reasonable best efforts to cause Guidant to obtain, promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Boston Scientific and Abbott will cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such provided, however, that neither Boston Scientific nor Guidant shall be required to pay any fees or other information payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Boston Scientific or Guidant). Neither Boston Scientific nor Abbott shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Abbott with any applicable Governmental Authority as relating to the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of Assets or assets or property of Abbott requested or required by such Governmental Authority may reasonably request in connection herewithorder to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Each party hereto agrees toBoston Scientific and Abbott each agree to make, or to cause to be made, (i) if required, an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act and the EU Merger Regulation and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable after the date of this Agreement in the case of the HSR Act and the EU Merger Regulation, and as promptly as reasonably practicable in the case of any other filing or notification, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, Act and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under the EU Merger Regulation or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings ▇▇▇▇▇▇’▇ undertaking pursuant to Section 7.06(a5.04(a), and notwithstanding anything in this Agreement to the contrary, Parent Abbott shall, on a reasonable and shall cause each of its Affiliates totimely basis consistent with Section 5.04(a): (i) propose, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrustnegotiate, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing commit to and effectingeffect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assetsthe Carotid Stent Assets, properties ▇▇▇▇▇▇’▇ carotid stent assets or businesses any other assets not material to the Business or the Assets, or (ii) if a Governmental Authority does not allow Abbott to acquire the Carotid Stent Assets (for purposes of divestiture or otherwise), agree to exclude the Carotid Stent Assets from the Assets. If the Carotid Stent Assets are excluded from the Assets, then (x) Boston Scientific shall engage an investment banking firm selected by, or satisfactory to, Abbott and on terms reasonably satisfactory to Abbott to sell the Carotid Stent Assets within a reasonable period of time following the Closing or as otherwise directed by the applicable Governmental Authorities, (y) Boston Scientific shall remit all of the assets, properties or businesses to be acquired by it pursuant hereto, proceeds of such sale (net of Taxes and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, costs and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby expenses paid by Boston Scientific and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates in connection with such sale) to Abbott, and (z) Abbott shall use its reasonable best efforts to effect the separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Boston Scientific or any other Person to which the Carotid Stent Assets are divested. For all Tax purposes, the parties agree to any sale, divestiture, disposition or other arrangement with respect treat all remittances of proceeds pursuant to any businesses or assets other than this Section 5.04(b)(y) as adjustments to the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerPurchase Price. (c) Each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR ActAct and the EU Merger Regulation. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Seller shall cause its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within five Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all All filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications.HSR act shall be paid by Purchaser. 37 (b) Without limiting The Seller shall give promptly such notices to third parties and use reasonable efforts to obtain such third party consents and estoppel certificates as the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything Purchaser may in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps sole discretion deem necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close desirable in connection with the transactions contemplated hereby by this Agreement. (c) The Purchaser shall cooperate and by use all reasonable efforts to assist the other Transaction Documents as promptly as practicable, Seller in giving such notices and in any event prior to the Termination Date, including proposing, negotiating, committing to obtaining such consents and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser in its sole discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Purchaser or the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Seller is a party hereto agrees that it shall not, and shall cause its Affiliates is not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable obtained prior to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofClosing, the commencement of litigation seeking Seller will, subsequent to the entry ofClosing, cooperate with the Purchaser in attempting to obtain such consent, approval or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementauthorization as promptly thereafter as practicable.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party of the parties hereto shall, and shall cause its Affiliates to, use all reasonable best efforts to obtain (ior cause the Subsidiaries to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement the Transaction Agreements and the other Transaction Documents; (ii) will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and as soon as practicable after the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause to use its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and best efforts to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits contest any Action by any party in order seeking to avoid entry ofrestrain, enjoin or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and alter the transactions contemplated by this Agreement and to avoid the other Transaction Documents; providedimposition of such restraint, howeverinjunction or alteration, that materials may be redacted (i) and if any such Governmental Order has been granted, to remove references concerning the valuation of the Business; (ii) as necessary use its best efforts to comply with contractual arrangements have such Governmental Order vacated or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separationlifted. (db) Each party hereto agrees that it The Parent shall not, and or shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement Company and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, Subsidiaries to give promptly such notices to third parties and use all commercially reasonable efforts to obtain such third party consents as are necessary or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all commercially reasonable efforts to assist the Parent in giving such notices and obtaining such consents. (d) The parties hereto agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business, the Company or any Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Parent, the Seller, the Company or any Subsidiary is a party is not obtained prior to the Closing, the Parent and the Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Parent and the Seller shall use their best efforts to provide the Company or such Subsidiary, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Parent and the Seller provide such rights and benefits, the Company or such Subsidiary, as the case may be, shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause use its Affiliates to, use commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsConsents. (b) Without limiting the generality of the parties’ undertakings pursuant Seller shall give promptly such notices to Section 7.06(a), third parties and notwithstanding anything in this Agreement use its commercially reasonable efforts to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other obtain such third party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, Consents as are necessary or advisable described on Schedule 4.3(b). (c) Buyer shall cooperate and use all reasonable efforts to assist Seller in order to avoid giving such notices and obtaining the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent Consents are described on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(bSchedule 4.3(b); provided, however, that (i) this Section 7.06(b) Buyer shall not require TDCC or have no obligation to give any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which Buyer in its sole discretion may deem adverse to the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with interests of Buyer or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates If any Consent described on Schedule 4.3(b) is not to, enter into any transactionobtained, or if an attempted assignment of a Contract by Seller would be ineffective or would adversely affect the rights of Seller (or its Affiliates) thereunder such that Buyer would not in fact receive all material rights thereunder, Seller shall cooperate with Buyer in attempting to obtain such Consent as promptly thereafter as practicable. If such Consent cannot be obtained, Seller shall use commercially reasonable efforts to provide Buyer with the rights and benefits of the affected Contract for the term thereof, and, if such rights and benefits are so provided, Buyer shall assume the obligations thereunder in accordance with this Agreement. Seller and Buyer shall, to the extent the benefits from any such Transferred Asset and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Transferred Assets. (e) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to effect assign any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, Transferred Asset or any other applicable antitrustclaim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, competition or trade regulation Lawwithout the Consent of a third party thereto, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order would constitute a breach or other order that would materially delay contravention thereof or prevent in any way adversely affect the consummation rights of the transactions contemplated hereby and by the other Transaction Documents; Buyer or Seller (iiior their respective Affiliates) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementthereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shallSubject to complying with their obligations under Article VI, the Purchaser and the Seller shall cause its Affiliates to, use their respective reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within five Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality The Seller shall promptly give such notices to third parties and use its reasonable best efforts to obtain such third party consents and estoppel certificates listed in Section 5.04 of the parties’ undertakings pursuant Disclosure Schedule. (c) The Purchaser shall cooperate and use all reasonable efforts to Section 7.06(a), assist the Seller in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration (other than the Purchaser's assumption of Parent set forth the Assumed Contracts) of any nature in this sentence shall connection with any such notice, consent or estoppel certificate or to consent to any change in no way limit the obligation terms of Parent any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to take the interests of the Purchaser or the Purchased Business. (d) The Seller and the Purchaser agree that, in the event that any and all steps consent, approval or authorization necessary or desirable to eliminate each and every impediment preserve for the Purchased Business any right or benefit under any antitrustlease, competition license, contract, commitment or trade regulation Law to close the transactions contemplated hereby prior other agreement or arrangement (as it relates to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent Purchased Business) to be entered into by any of them prior to which the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC Seller or any of its Affiliates is a party is not obtained prior to agree the Closing, the Seller will, subsequent to any salethe Closing, divestiturecooperate with the Purchaser in attempting to obtain such consent, disposition approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best efforts to provide the Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement with respect to any businesses or assets other than for the Business and (ii) the effectiveness term of any salesuch lease, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filingslicense, investigation (including any settlement of an investigation), litigation contract or other inquiry unless it consults with the other parties in advance agreement or arrangement, and, to if the extent permitted by Seller provides such Governmental Authority, gives the other parties the opportunity to attend rights and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofbenefits, the commencement of litigation seeking Purchaser shall assume the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby obligations and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementburdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Parent and Buyer shall (and each shall cause its it respective Affiliates to, ) use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Parent and Buyer will cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; . Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and (iii) provide such other information to approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer or Parent with any applicable Governmental Authority as in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority may reasonably request in connection herewithAuthority. Each party hereto agrees toParent and Buyer each agree to make, or to cause to be made, (i) an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act and the antitrust Laws of any other relevant jurisdiction and, where not prohibited by applicable Law order of a Governmental Authority, seek early termination of any waiting period thereunder, and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable after the Agreement Date in the case of the HSR Act, and in the case of the antitrust Laws of any other relevant jurisdiction as promptly as reasonably practicable, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, Act and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under the antitrust Laws of any other relevant jurisdiction or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable Law. Notwithstanding anything to the appropriate Governmental Authorities any additional information and documentary material that may be requested contrary contained in this Agreement (including pursuant to the applicable antitrustthis Section 5.03(a)), competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with any filing or submission or action to be taken by either Parent or Buyer to effect the foregoing antitrusttransactions contemplated hereby, neither Parent, Buyer or any of their respective Affiliates shall be required pursuant to a Governmental Order of an antitrust or competition nature to (x) divest or hold separate or otherwise take or commit to take any action that materially limits its freedom of action with respect to, or its ability to retain in all material respects, the Businesses (including the Purchased Assets and trade regulation Law filings the Transferred Subsidiaries) or any of the material businesses, product lines or assets of Parent, Buyer or any of their respective Affiliates, or (y) materially alter or restrict the material business or commercial practices of the Businesses. From the Agreement Date until the Closing, Buyer and notificationseach of its Affiliates shall not take any actions (other than consummation of the transactions contemplated hereby) which could reasonably be expected to result in Buyer or its Affiliates being required pursuant to a Governmental Order of an antitrust or competition nature to (x) divest or hold separate or otherwise take or commit to take any action that materially limits its freedom of action with respect to, or its ability to retain in all material respects, the Businesses (including the Purchased Assets and the Transferred Subsidiaries) or any of the material businesses, product lines or assets of Buyer or any of its Affiliates or (y) materially alter or restrict the material business or commercial practices of the Businesses. (b) Without limiting the generality of the parties’ undertakings pursuant Each party to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto party of any material communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR ActAct and the antitrust Laws of any other relevant jurisdiction. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement Agreement. (c) With respect to the Owned Business Real Property, Parent hereby agrees, at its sole cost and expense, to comply with all necessary provisions of the other Transaction Documents; providedISRA with regard to the transfer of the Owned Business Real Property to Buyer, however, that materials may be redacted and to use commercially reasonable efforts to either: (i) file all necessary documentation (e.g., General Information Notice and Preliminary Assessment Report) and to remove references concerning obtain from the valuation New Jersey Department of the Business; Environmental Protection (ii"NJDEP") as necessary prior to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply Closing, with respect to the Internal SeparationOwned Business Real Property, a written determination that no further action ("NFA") is required under ISRA or, if applicable, approval by NJDEP of an ISRA Negative Declaration submitted by Parent; or (ii) execute a Remediation Agreement with and acceptable to NJDEP prior to Closing and, thereafter, to fully comply with and perform under such Remediation Agreement (such NFA, Negative Declaration, or Remediation Agreement shall be referred to herein as the "ISRA Determination"). (d) Each party It is recognized by the parties hereto agrees that it shall notcertain Environmental Permits listed in Section 3.05 of the Seller Disclosure Schedule (Items 5(a) and (b)) useful or necessary for Buyer to operate the Businesses and Real Property in its own name may or may not be transferred or reissued to and in the name of Buyer prior to the Closing. The parties hereto agree to use commercially reasonable efforts to effectuate a transfer of the material Environmental Permits listed in Section 3.05of the Seller Disclosure Schedule (Items 5(a) and (b)) to Buyer, to the extent allowed by applicable Environmental Law, and shall cause its Affiliates not toin furtherance of such, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected Parent and Buyer agree to make it more difficultwritten requests for transfer or reissuance of such Environmental Permits, or to increase the time requiredincluding, without limitation, operating permits and plant establishment numbers, to (i) obtain the expiration appropriate Governmental Authorities prior to the Closing Date, in accordance with all Environmental Laws or termination requirements of such Governmental Authorities. Until the effective date of the waiting period transfer or reissuance of the material Environmental Permits listed in Section 3.05 of the Seller Disclosure Schedule (Items 5(a) and (b)) to Buyer, to the extent allowable under the HSR ActEnvironmental Laws or by the appropriate Governmental Authority, or any other applicable antitrust, competition or trade regulation Law, applicable Parent hereby grants permission to Buyer to use such Environmental Permits to carry out the transactions contemplated by this Agreement Businesses and own and operate the other Transaction Documents; (ii) avoid Real Property. The parties hereto acknowledge that Parent and/or the entry of, Sellers will retain the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation Environmental Permits listed in Section 3.05 of the transactions contemplated hereby and by the other Transaction Documents; or Seller Disclosure Schedule (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementItem 5(c).

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Abbott and GE shall cause use its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Abbott and GE shall cooperate fully with the other parties one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Abbott and approvals; and (iii) provide such GE shall not be required to pay any fees or other information payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Abbott or GE, as applicable, or Conveyance Taxes). Neither Abbott, with respect to the Business, nor GE, with respect to the business conducted by GE Healthcare, shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consent of a Governmental Authority as such Governmental Authority may reasonably request in connection herewithunder any Competition/Investment Law. Each party hereto agrees toAbbott and GE each agree to make, and shall or to cause its respective Affiliates to, make promptly its respective filingto be made, if necessaryrequired, an appropriate filing of a notification and report form pursuant to the HSR Act Act, the EC Merger Regulation and any other applicable Competition/Investment Law, in each case, with respect to the transactions contemplated by this Agreement and as promptly as reasonably practicable after the other Transaction Documents date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR ActAct and the EC Merger Regulation or any other Competition/Investment Laws. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, If any objections are asserted with respect to the transactions contemplated hereby under any other applicable antitrustCompetition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Competition/Investment Law, competition or trade regulation Law each of GE and Abbott shall use its reasonable best efforts to supply as promptly as practicable resolve such objections. Notwithstanding anything to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrustcontrary contained in this Agreement, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with obtaining any Consent of a Governmental Authority under any Competition/Investment Law (i) Abbott shall not, without GE’s prior written consent, commit to any divestiture transaction involving the foregoing antitrustPurchased Assets, competition or commit to alter the business or commercial practices relating to the Business in any way, and trade regulation Law filings and notifications(ii) neither GE nor any of its Affiliates shall be required to (A) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Business, any Purchased Assets, any Abbott Product or any other assets or businesses of GE or any of its Affiliates or (B) alter or restrict in any way the business or commercial practices of GE, any of its Affiliates, or the Business. (b) Without limiting Abbott shall notify the generality FDA of the parties’ undertakings pursuant transactions contemplated by this Agreement as required by paragraph 23 of the Consent Decree, a copy of which has been provided to Section 7.06(aGE, and may provide the FDA with a copy of this Agreement. GE shall (i) cooperate with Abbott and promptly comply with any further inquiry or request for information from the FDA in connection with such notice; (ii) at the Closing, assume and agree to fully satisfy all Liabilities of Abbott, Miles ▇. ▇▇▇▇▇, Chairman of the Board and Chief Executive Officer, Abbott, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (former) President, Abbott Diagnostics Division (collectively, the “Abbott Consent Decree Defendants”), and notwithstanding anything in this Agreement under the Consent Decree; (iii) cooperate with Abbott, using its reasonable best efforts, to obtain an amendment to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary Consent Decree to avoid (x) replace the defendants thereunder with GE or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted other GE Persons required by any antitrust or competition Governmental Authority (the “GE Consent Decree Defendants”), (y) reflect the assignment and assumption of all Liabilities of the Abbott Consent Decree Defendants thereunder to and by the GE Consent Decree Defendants and (z) remove and unconditionally release the Abbott Consent Decree Defendants as defendants thereunder; and (iv) use its reasonable best efforts to promptly resolve any objections or any other party so as conditions asserted with respect to enable the parties hereto to close the transactions contemplated hereby and by under the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action Consent Decree by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerGovernmental Authority. (c) Each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental AuthorityAuthority relating to the matters that are the subject of this Agreement. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and the parties to this Agreement shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR Act, the EC Merger Regulation and any other applicable Competition/Investment Laws. The Subject to the Confidentiality Agreement the parties acknowledge that Parent to this Agreement shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and of the Parties shall cause its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; , "Governmental Approvals"). ONEOK and the NBP Partnerships shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to obtain the Governmental Approvals. (iiib) provide such other information Neither ONEOK nor the NBP Partnerships shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Authority as such Approvals. ONEOK and the NBP Partnerships agree to make, or to cause to be made, all appropriate filings of notifications and reports required to obtain the Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make Approvals promptly its respective filing, if necessary, pursuant to after the HSR Act with respect to the transactions contemplated by date of this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any additional information such filings. ONEOK and documentary material that may be requested pursuant the NBP Partnerships agree to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary use their commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party in connection with the Governmental Approvals so as to enable the parties hereto Parties to expeditiously close the transactions contemplated hereby by this Agreement. ONEOK and by the other Transaction Documents as promptly as practicable, and in NBP Partnerships agree to use commercially reasonable efforts to vacate or lift any event prior order relating to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which Governmental Approvals that would otherwise have the effect of materially delaying or preventing the consummation making any of the transactions contemplated hereby and by this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other terms or provisions of this Agreement, in no event shall the other Transaction Documents; provided that the effectiveness NBP Partnerships or their Subsidiaries be deemed to have any obligation to dispose of such sale, divestiture any assets or disposition properties (including any assets or entry into such other arrangement shall be contingent on the consummation properties of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits Entities) or to enter into any Action by agreement with any party Person in order to avoid entry of, obtain early termination or expiration of the waiting period under the HSR Act or to have vacated or terminated, obtain any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerGovernmental Approvals. (c) Each party hereto Party shall promptly notify the other parties hereto of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other parties Parties to review in advance any proposed communication by such Party to, or filing by such party to with, any Governmental Authority. None of the parties hereto No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives affords the other parties Parties the reasonable opportunity to attend and participate at such meetingparticipate. Each party hereto shall, and shall cause its Representatives to, Party will coordinate and cooperate fully with each the other Parties in exchanging such information and providing such assistance as the such other parties hereto Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including periods under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with Act or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of any other Governmental Authorities contemplated by this Section 7.06Approvals. Each party hereto shall, and shall cause its Representatives to, Party will provide each the other Parties with copies of all correspondence, filings or communications between them such Party or any of their respective its Representatives, on the one hand, and any Governmental Authority or members of its staffAuthority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement Agreement, including with respect to the Party hereto making a filing, providing copies of all such documents to the non-filing Parties and their Representatives prior to filing (except that no Party hereto shall be under an obligation of any kind to provide the other Transaction Documents; providedParties with documents, however, that materials may be redacted (i) material or other information relating to remove references concerning the such Party's valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation). (d) Each party hereto agrees that it The NBP Partnerships and ONEOK shall not, (and shall each cause its their respective Affiliates not to) use commercially reasonable efforts to obtain all consents, enter into authorizations, waivers and approvals of third parties that any transaction, of the Parties or any agreement to effect any transaction their respective Affiliates (including any merger or acquisitionthe Entities) that might reasonably be expected are required to make it more difficult, or obtain in order to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to consummate the transactions contemplated by hereby. (e) Northern Border shall use commercially reasonable efforts to list the Common Units to be issued to ONEOK pursuant to this Agreement and on the other Transaction Documents; (ii) avoid New York Stock Exchange, prior to the entry of, the commencement of litigation seeking the entry of, Closing Date or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation immediately upon conversion of the transactions Units into Conversion Units, subject to official notice of issuance. (f) The Parties agree to cooperate and assist in the filing of proxy solicitation materials relating to matters contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation requiring a vote of the transactions contemplated by this Agreementholders of the outstanding Common Units of Northern Border, as promptly as practicable after the date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause its Affiliates to, use all commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and each such party will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) Seller shall give promptly such notices to third parties and (iii) provide use its commercially reasonable efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority Purchaser may reasonably request in its sole and absolute discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material Ancillary Agreements, including, without limitation, all third party consents that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition are necessary or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees desirable in connection with the foregoing antitrusttransfer of the Transferred Contracts, competition and trade regulation Law filings and notificationsprovided, however, that Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or estoppel certificate. (bc) Without limiting the generality of the parties’ undertakings pursuant Purchaser shall cooperate and use commercially reasonable efforts to Section 7.06(a), assist Seller in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under Transferred Contract which Purchaser in its sole and absolute discretion may deem adverse to the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with interests of Purchaser or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each Anything in this Agreement or the Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Transferred Contract listed on Part II of Schedule 8.2(f) if an attempted assignment thereof, without the consent of the other party hereto agrees that it shall notthereto, and shall cause would constitute a breach or other contravention thereof, noncompliance by Seller or its Affiliates thereunder or in any way adversely affect the rights of Purchaser thereunder. Seller and Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business or Purchaser any right or benefit under any such Transferred Contract is not toobtained prior to the Closing, enter into any transactionSeller will, subsequent to the Closing, cooperate with Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Seller will use commercially reasonable efforts to provide Purchaser with the rights and benefits of such affected Transferred Contract for the term of such Transferred Contract, and, if Seller provides such rights and benefits, Purchaser shall assume the obligations and burdens thereunder in accordance with this Agreement, including, subcontracting, sublicensing, or any agreement subleasing to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficultPurchaser, or to increase under which Seller would enforce for the time requiredbenefit of Purchaser, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution ofwith Purchaser assuming Seller’s obligations, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation and all rights of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementSeller against a third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, Seller and Buyer shall cause each use its Affiliates to, use commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties party in promptly seeking to obtain all such authorizationsConsents, consents, orders and approvals; and (iii) provide provided that no party shall be required to make any concessions in order to obtain any such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsConsent. (b) Without limiting Seller shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party Consents and estoppel certificates as set forth on Schedule 6.7. (c) If any such Consent necessary or desirable to preserve for the generality Business any right or benefits under any lease, license, contract, commitment or other agreement or arrangement to which the Seller is a party is not obtained, or if an attempted assignment of a Contract by Seller would be ineffective or would adversely affect the rights of Seller (or its Affiliates) thereunder such that Buyer would not in fact receive all material rights thereunder, Seller shall reasonably cooperate with Buyer in attempting to obtain such Consent as promptly thereafter as practicable, provided that no party shall be required to make any concessions in order to obtain any such Consent. If such Consent cannot be obtained, Seller shall use commercially reasonable efforts to provide Buyer with the rights and benefits of the parties’ undertakings pursuant to Section 7.06(a)affected Contract for the term thereof, and, if such rights and notwithstanding anything benefits are so provided, Buyer shall assume the obligations thereunder in accordance with this Agreement. (d) Anything in this Agreement to the contrarycontrary notwithstanding, Parent shall, and this Agreement shall cause each of its Affiliates to, take not constitute an agreement to assign any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the Consent of a third party thereto, would constitute a breach or other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and contravention thereof or in any event prior to way adversely affect the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders rights of Buyer or otherwise, the sale, divestiture Seller (or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (iAffiliates) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separationthereunder. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of ONEOK and Northern Border shall cause its Affiliates to, use commercially reasonable best efforts to (i) obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; , "Governmental Approvals"). ONEOK and Northern Border shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to obtain the Governmental Approvals. (iiib) provide such other information Neither ONEOK nor Northern Border shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Authority as such Approvals. ONEOK and Northern Border agree to make, or to cause to be made, all appropriate filings of notifications and reports required to obtain the Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make Approvals promptly its respective filing, if necessary, pursuant to after the HSR Act with respect to the transactions contemplated by date of this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any additional information such filings. ONEOK and documentary material that may be requested pursuant Northern Border agree to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary use their commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party in connection with the Governmental Approvals so as to enable the parties hereto Parties to expeditiously close the transactions contemplated hereby by this Agreement. ONEOK and by the other Transaction Documents as promptly as practicable, and in Northern Border agree to use commercially reasonable efforts to vacate or lift any event prior order relating to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which Governmental Approvals that would otherwise have the effect of materially delaying or preventing the consummation making any of the transactions contemplated hereby and by the this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other Transaction Documents; provided that the effectiveness terms or provisions of such salethis Agreement, divestiture in no event shall Northern Border or disposition its Subsidiaries be deemed to have any obligation to dispose of any assets or entry into such other arrangement shall be contingent on the consummation properties (including any assets or properties of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits Entities) or to enter into any Action by agreement with any party Person in order to avoid entry of, obtain early termination or expiration of the waiting period under the HSR Act or to have vacated or terminated, obtain any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerGovernmental Approvals. (c) Each party hereto Party shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other parties Party to review in advance any proposed communication by such Party to, or filing by such party to with, any Governmental Authority. None of the parties hereto No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties Party in advance and, to the extent permitted by such Governmental Authority, gives affords the other parties Party the reasonable opportunity to attend and participate at such meetingparticipate. Each party hereto shall, and shall cause its Representatives to, Party will coordinate and cooperate fully with each the other Party in exchanging such information and providing such assistance as the such other parties hereto Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including periods under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with Act or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of any other Governmental Authorities contemplated by this Section 7.06Approvals. Each party hereto shall, and shall cause its Representatives to, Party will provide each the other Party with copies of all correspondence, filings or communications between them it or any of their respective its Representatives, on the one hand, and any Governmental Authority or members of its staffAuthority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement Agreement, including with respect to the Party hereto making a filing, providing copies of all such documents to the non-filing Party and its Representatives prior to filing (except that neither Party hereto shall be under an obligation of any kind to provide the other Transaction Documents; providedParty with documents, however, that materials may be redacted (i) material or other information relating to remove references concerning the such Party's valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation). (d) Each party hereto agrees that it Northern Border and ONEOK shall not, (and shall each cause its their respective Affiliates not to) use commercially reasonable efforts to obtain all consents, enter into authorizations, waivers and approvals of third parties that any transactionof Northern Border, ONEOK or any agreement to effect any transaction their respective Affiliates (including any merger or acquisitionthe Entities) that might reasonably be expected are required to make it more difficult, or obtain in order to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to consummate the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementhereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all any authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) Seller shall promptly give such notices to third parties and (iii) provide use its best efforts to obtain such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each third party hereto agrees toconsents and, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the Leased Real Property, estoppel certificates as Purchaser may, in its reasonable discretion, deem necessary or desirable in connection with the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerAgreement. (c) Each party hereto shall promptly notify Seller knows of no reason why all the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the transactions contemplated hereby will not be obtained or received. (d) Seller further agrees that, in the event that any consent, approval, authorization or assignment necessary or desirable to preserve for the business of the Division or Purchaser any right or benefit under any lease, license, contract, commitment or other agreement or arrangement included in the Acquired Assets is not obtained or received prior to the Closing, Seller will, subsequent to the Closing, cooperate fully with Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. Upon receipt by this AgreementParent, Purchaser or Seller following the Closing Date of the consent of a third party to any such contract or agreement that is by its terms or at law non-assignable without such consent, such contract or agreement shall, without any further action on the part of Parent, Purchaser or Seller, be deemed to have been assigned by Seller to Purchaser and assumed by Purchaser as of the date of such consent. If such consent, approval, authorization or assignment cannot be obtained, Seller shall, to the extent reasonably possible and to the extent it would not cause any material obligation on Seller, keep such contracts or agreements in effect and provide Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement as if such consent, approval, authorization or assignment has been obtained and, if Seller provides such rights and benefits, Purchaser shall be responsible for the obligations and burdens of Seller thereunder to the extent contemplated herein.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause its Affiliates to, use all commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities Entities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) each such party will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) The Seller Parties shall give promptly such notices to third parties and (iii) provide use its commercially reasonable efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority MPT may reasonably request in its sole and absolute discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material Agreement, including, without limitation, all third party consents that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition are necessary or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees desirable in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationstransfer of the Assumed Contracts. (bc) Without limiting The Purchaser Parties shall cooperate and use commercially reasonable efforts to assist the generality of the parties’ undertakings pursuant to Section 7.06(a), Seller Parties in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser Parties shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate which MPT in its sole and absolute discretion may deem adverse to the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationPurchaser Parties. (d) Each Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset if an attempted assignment thereof, without the consent of the other party hereto agrees that it thereto, would constitute a breach or other contravention thereof, noncompliance by any Seller Party or its affiliates thereunder or in any way adversely affect the rights of any Purchaser Party thereunder. The Seller Parties and the Purchaser Parties agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Purchaser Parties any right or benefit with respect to any such Asset is not obtained prior to the Closing, the Seller Parties will, subsequent to the Closing, cooperate with the Purchaser Parties in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller Parties will use commercially reasonable efforts to provide the Purchaser Parties with the rights and benefits of such affected Asset, and, if the Seller Parties provide such rights and benefits, the Purchaser Parties shall notassume the obligations and burdens with respect thereto in accordance with this Agreement, and shall cause its Affiliates not toincluding, enter into any transactionsubcontracting, sublicensing, or subleasing to the Purchaser Parties, any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination and all rights of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementSeller Party against a third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and The Seller shall cause its Affiliates to, use all commercially reasonable best efforts to obtain (ior cause the Company to obtain, or assist PCAAH or the Subsidiaries in obtaining) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the other Transaction Documents; (ii) will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; . (b) The Seller shall, shall cause the Company, or shall assist PCAAH or the Subsidiaries, to give promptly such notices to third parties and (iii) provide use all commercially reasonable efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority the Purchaser may reasonably request in its sole discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsAgreement. (bc) Without limiting The Purchaser shall cooperate and use all commercially reasonable efforts to assist the generality of the parties’ undertakings pursuant to Section 7.06(a), Seller in giving such notices and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement which the HSR Act. The parties acknowledge that Parent shall have Purchaser reasonably may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Business; (ii) as necessary to comply with contractual arrangements Purchaser, the Company, PCAAH or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationSubsidiaries. (d) Each The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company is a party hereto agrees that it is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall notuse all of its commercially reasonable efforts to provide the Purchaser or the Company, as the case may be, with the rights and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination benefits of the waiting period under affected lease, license, contract, commitment or other agreement or arrangement for the HSR Actterm of such lease, license, contract or any other applicable antitrustagreement or arrangement, competition or trade regulation Lawand, applicable to if the transactions contemplated by this Agreement Seller provides such rights and the other Transaction Documents; (ii) avoid the entry ofbenefits, the commencement of litigation seeking Company shall assume the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby obligations and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementburdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, ISI and Ispat shall cause its Affiliates to, use their respective reasonable best efforts to obtain (ior cause ISC, the Subsidiaries and the Ventures to obtain) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement and the other Transaction Documents; (ii) each will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and ISI shall or shall cause each of ISC, the Subsidiaries and the Ventures to give promptly such notices to third parties and use its Affiliates to, take any and all steps necessary or their reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that obtain such third party consents as may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request desirable in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. Ispat shall cooperate and use all reasonable efforts to assist ISI in giving such notices and obtaining such consents; provided, however, that, except as provided in Section 5.09(b), Ispat shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice or consent or to consent to any change in the terms of any agreement or arrangement which Ispat in its sole discretion may deem adverse to the interests of Ispat, ISC, any Subsidiary, any Venture or the Business. (c) ISI and Ispat agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business, ISC, any Subsidiary or any Venture any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which ISI, ISC, any Subsidiary or any Venture is a party is not obtained prior to the Closing, ISI will, subsequent to the Closing, cooperate with Ispat and ISC in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, ISI shall use all reasonable efforts to provide ISC, such Subsidiary or such Venture, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if ISI provides such rights and benefits, ISC, such Subsidiary or such Venture, as the case may be, shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto of the Purchaser and the Seller Entities shall, and shall cause each of its Affiliates to use commercially reasonable efforts to, use reasonable best efforts to (i) as promptly as practicable, obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, and the other Transaction Documents; (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees toto cooperate fully with the other party in seeking to obtain all such authorizations, consents, orders and approvals, and shall cause its respective Affiliates to, make promptly its respective filingfiling as promptly as practicable, if necessary, pursuant to the applicable Antitrust Laws and any other applicable trade regulation Law with respect to the transactions contemplated by this Agreement and to use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from the appropriate Governmental Authorities for additional information or documentation pursuant to the Applicable Antitrust Laws or other applicable trade regulation Law. (b) Without limiting the generality of the Purchaser’s or Seller’s undertaking pursuant to Section 5.05(a), the Purchaser and Seller shall, and shall cause each of their Affiliates to: (i) make appropriate filing of any required Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by hereby as promptly as practicable and in any event within fifteen (15) days after the date hereof; (ii) make all necessary filings, notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under other Transaction Documents and to supply applicable Antitrust Laws or trade regulation Laws where such filings, notifications or other submissions are required, as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications.practicable; and (biii) Without limiting the generality of the parties’ undertakings pursuant use commercially reasonable efforts to Section 7.06(a)do, and notwithstanding anything in this Agreement or cause to the contrarybe done, Parent shallall things reasonably necessary, and shall cause each of its Affiliates to, take any and all steps necessary proper or advisable to avoid or eliminate each and every impediment under any antitrust, competition applicable Antitrust Laws or other applicable trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other third party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including but in no event shall the Purchaser’s obligation under this Section 5.05 require proposing, negotiating, committing to and or effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture divestiture, license, lease, or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and or the commencement or defense of litigation, or the entrance into such other arrangements, as are necessary or advisable in order required to avoid the entry of, and or the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding. (c) The Purchaser and the Seller Entities shall each make a determination, which would otherwise have within five (5) Business Days after the effect date hereof, whether each desires that a filing with CFIUS be made with respect to the transactions contemplated by this Agreement. If any of materially delaying the Purchaser or preventing the consummation Seller Entities wishes to make a filing with CFIUS with respect to the transactions contemplated by this Agreement, then the Purchaser and the Seller Entities shall jointly assemble all information necessary to complete, and shall submit or cause to be submitted: (i) promptly but in no event more than fifteen (15) Business Days after the date hereof, a draft joint voluntary notice of the transactions contemplated hereby by this Agreement to CFIUS in accordance with Exon-▇▇▇▇▇▇ (the “Draft Voluntary Notice”) and (ii) promptly, but in no event more than five (5) Business Days after receipt of comments (either written or oral) from the CFIUS staff on the Draft Voluntary Notice (or as soon as possible after CFIUS staff confirms it has no comments to the Draft Voluntary Notice), a joint voluntary notice of the transactions contemplated by this Agreement to CFIUS in accordance with Exon-▇▇▇▇▇▇ (the other Transaction Documents“Joint Voluntary Notice”). The Seller Entities’ counsel shall take the lead in the drafting of the Draft Voluntary Notice and Joint Voluntary Notice; provided that neither the effectiveness of such sale, divestiture or disposition or entry into such other arrangement Draft Voluntary Notice nor the Joint Voluntary Notice shall be contingent on submitted to CFIUS without the consummation mutual written consent of the MergerPurchaser and the Seller Entities via their respective CFIUS legal counsel. In additionFollowing submission of the Joint Voluntary Notice, Parent shalleach of the Purchaser and the Seller Entities shall cooperate (to the extent permitted by Law) and provide CFIUS with any additional or supplemental information requested by CFIUS regarding such party during the CFIUS review process as promptly as practicable, and in all cases within the amount of time allowed by CFIUS pursuant to Exon-▇▇▇▇▇▇. Notwithstanding any other provision in this Agreement, the Seller Entities shall have no obligation to share with the Purchaser any personal identifier information (“PII”), as such term is defined under the Exon-▇▇▇▇▇▇ regulations, and shall cause its Affiliates toseparately submit such PII to CFIUS as set forth in the Exon-▇▇▇▇▇▇ regulations. No party shall communicate with any Governmental Authority in respect of any such filings, defend through litigation investigation or other inquiry without giving the other party sufficient prior notice of such communication and, to the extent permitted by such Governmental Authority, the opportunity to review and comment on any proposed written communication (subject to the merits terms of this Section 5.05) and, with respect to any Action oral communication, to attend and/or participate in such conversation or meeting. The parties, in cooperation with each other, shall use commercially reasonable efforts to obtain the CFIUS Clearance, and without limiting the foregoing, the parties shall take all such reasonable actions and agree to such reasonable requirements or conditions to mitigate any national security concerns as may be requested or required by any party CFIUS in order to avoid entry connection with, or as a condition of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination DateCFIUS Clearance; provided, however, that neither the obligation of Parent set forth in this sentence Seller Entities nor the Purchaser shall in no way limit the obligation of Parent be obligated to take any and all mitigation steps necessary that would reasonably be expected to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent result in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent a Material Adverse Effect on the consummation of Seller Entities’ investment in the MergerPurchaser Common Stock. (cd) Each Except to the extent prohibited by applicable Laws, each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance (and to consider in good faith any comments made by the other party in relation to) any proposed substantive communication by such party to any Governmental Authority. None Except to the extent prohibited by applicable Laws, neither of the parties hereto to this Agreement shall agree to participate in any meeting substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted unless prohibited by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting, telephone call or discussion. Each party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with each the other party hereto in exchanging such information information, subject to applicable Laws and any applicable confidentiality restrictions, and providing such assistance as the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Actapplicable Antitrust Laws. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto Agreement shall, and shall cause its their respective Affiliates and their respective Representatives to, provide each other with copies of all substantive correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the BusinessCompany and the Target Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable LawLaws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect ; provided, further, that the parties may agree to the Internal Separationexchange of certain specified materials between outside counsel only. (de) Each party hereto agrees that it shall notTo the extent the Circular is not finalized prior to the execution of this Agreement, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to Purchaser shall: (i) obtain promptly afford all co-operation and assistance and provide all such information as may be reasonably requested by the expiration or termination Seller Entities in relation to the preparation of the waiting period under the HSR ActCircular, or any other applicable antitrustincluding access to, competition or trade regulation Lawand ensuring reasonable assistance is provided by, applicable to the transactions contemplated by this Agreement and the other Transaction Documentsits professional advisers; and (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, promptly review and comment on any injunction, temporary restraining order or other order that would materially delay or prevent the consummation drafts and revised drafts of the transactions contemplated hereby and Circular submitted to it by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this AgreementSeller Entities.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, of Boston Scientific and Abbott shall cause use its Affiliates to, use reasonable best efforts to (i) obtain, and, to the extent necessary, Boston Scientific will use its reasonable best efforts to cause Guidant to obtain, promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its and the other party's obligations pursuant to, this Agreement and the other Transaction Documents; (ii) consummation of the transactions contemplated by, this Agreement. Boston Scientific and Abbott will cooperate fully with the other parties one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such provided, however, that neither Boston Scientific nor Guidant shall be required to pay any fees or other information payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Boston Scientific or Guidant). Neither Boston Scientific nor Abbott shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Abbott with any applicable Governmental Authority as relating to the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of Assets or assets or property of Abbott requested or required by such Governmental Authority may reasonably request in connection herewithorder to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Each party hereto agrees toBoston Scientific and Abbott each agree to make, or to cause to be made, (i) if required, an appropriate filing of a notification and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, report form pursuant to the HSR Act and the EU Merger Regulation and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable after the date of this Agreement in the case of the HSR Act and the EU Merger Regulation, and as promptly as reasonably practicable in the case of any other filing or notification, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, Act and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under the EU Merger Regulation or any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings ▇▇▇▇▇▇'▇ undertaking pursuant to Section 7.06(a5.04(a), and notwithstanding anything in this Agreement to the contrary, Parent Abbott shall, on a reasonable and shall cause each of its Affiliates totimely basis consistent with Section 5.04(a): (i) propose, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrustnegotiate, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing commit to and effectingeffect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assetsthe Carotid Stent Assets, properties ▇▇▇▇▇▇'▇ carotid stent assets or businesses any other assets not material to the Business or the Assets, or (ii) if a Governmental Authority does not allow Abbott to acquire the Carotid Stent Assets (for purposes of divestiture or otherwise), agree to exclude the Carotid Stent Assets from the Assets. If the Carotid Stent Assets are excluded from the Assets, then (x) Boston Scientific shall engage an investment banking firm selected by, or satisfactory to, Abbott and on terms reasonably satisfactory to Abbott to sell the Carotid Stent Assets within a reasonable period of time following the Closing or as otherwise directed by the applicable Governmental Authorities, (y) Boston Scientific shall remit all of the assets, properties or businesses to be acquired by it pursuant hereto, proceeds of such sale (net of Taxes and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, costs and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby expenses paid by Boston Scientific and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates in connection with such sale) to Abbott, and (z) Abbott shall use its reasonable best efforts to effect the separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Boston Scientific or any other Person to which the Carotid Stent Assets are divested. For all Tax purposes, the parties agree to any sale, divestiture, disposition or other arrangement with respect treat all remittances of proceeds pursuant to any businesses or assets other than this Section 5.04(b)(y) as adjustments to the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerPurchase Price. (c) Each party hereto to this Agreement shall promptly notify the other parties hereto party of any communication it or any of its Representatives Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Each party hereto shallSubject to the Confidentiality Agreement, and shall cause its Representatives to, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, periods including under the HSR ActAct and the EU Merger Regulation. The Subject to the Confidentiality Agreement, the parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their respective Representativesrepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, The Sellers and shall cause its Affiliates to, the Stockholder will use their commercially reasonable best efforts to (i) promptly obtain all authorizations, consents, orders Orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) documents or agreements contemplated hereby and will cooperate fully with the other parties Buyer in promptly seeking to obtain all such authorizations, consents, orders Orders and approvals; . (b) The Sellers shall give promptly such notices to third parties and (iii) provide use their commercially reasonable efforts to obtain such other information to any Governmental Authority third party consents and estoppel certificates as such Governmental Authority Buyer may reasonably request in its sole and absolute discretion deem necessary or desirable in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to with the HSR Act with respect to consummation of the transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable documents or agreements contemplated hereby, including all Consents to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality transfer of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything Contracts listed in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any Seller Disclosure Schedule and all steps necessary consents required to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as transfer to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or Buyer all of the assets, properties or businesses Seller Intellectual Property. Buyer shall cooperate and use all reasonable efforts to be acquired by it pursuant hereto, assist the Sellers in giving such notices and the entrance into obtaining such other arrangements, as are necessary or advisable in order to avoid the entry of, consents and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the obligation terms of Parent set forth any Contract which Buyer in this sentence shall in no way limit the obligation of Parent to take any its sole and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior absolute discretion may deem adverse to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements interests of Buyer or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the MergerBusiness. (c) Each party hereto Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify the other parties hereto of not constitute an agreement to assign any communication it Purchased Asset or any Claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of its Representatives receives from a third party thereto, would constitute a breach or other contravention thereof or in any Governmental Authority relating way adversely affect the rights of Buyer or the Sellers thereunder. The Sellers will use their commercially reasonable efforts to obtain the matters that are the subject consent of this Agreement and permit the other parties to review in advance any proposed communication by such party Purchased Asset or any Claim or right or any benefit arising thereunder for the assignment thereof to any Governmental AuthorityBuyer as Buyer may reasonably request. None If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the parties hereto shall agree Sellers thereunder so that Buyer would not in fact receive all such rights, the Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to participate in Buyer, or under which Buyer would enforce for the benefit of Buyer, with Buyer assuming the Sellers’ obligations, any meeting with and all rights of the Sellers against a third party thereto. The Sellers will promptly pay to Buyer when received all monies received by the Sellers under any Governmental Authority in respect of Purchased Asset or any filingsClaim or right or any benefit arising thereunder, investigation (including any settlement of except to the extent the same represents an investigation)Excluded Asset. In such event, litigation or other inquiry unless it consults with the other parties in advance andSellers and Buyer shall, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend benefits and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination obligations of any applicable waiting periodsPurchased Asset have not been provided to Buyer by alternative arrangements satisfactory to Buyer and Sellers, including under negotiate in good faith an adjustment in the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationPurchase Price. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause use its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents; (ii) Ancillary Agreements and will cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, to make promptly its respective an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and within five Business Days of the other Transaction Documents date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant Seller shall give promptly such notices to Section 7.06(a), third parties and notwithstanding anything in this Agreement use its reasonable efforts to the contrary, Parent shall, obtain such third party consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, estoppel certificates as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements reasonably requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request Purchaser in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, including, without limitation, all third party consents that are necessary or desirable in connection with the transfer of the Material Contracts. (c) Purchaser shall cooperate and use all reasonable efforts to assist Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that materials Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any Material Contract which Purchaser in its sole and absolute discretion may be redacted (i) deem adverse to remove references concerning the valuation interests of Purchaser or the Business; (ii) . If solely as necessary a result of such decision by Purchaser, Seller is unable to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) obtain the consent, such failure shall not apply with respect be a breach of Seller’s obligations to the Internal Separationuse reasonable efforts to obtain such consent. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase Seller knows of no reason why all the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the transactions contemplated by this Agreementhereby will not be received. (e) Seller and Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business or Purchaser any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Seller is a party is not obtained prior to the Closing, Seller will, subsequent to the Closing, cooperate with Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Seller will use its reasonable efforts to provide Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if Seller provides such rights and benefits, Purchaser shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, The Sellers shall cooperate fully with the Purchaser and shall cause its Affiliates to, use all commercially reasonable best efforts in good faith to (i) promptly obtain assist the Purchaser in obtaining all Required Consents and any other authorizations, consents, orders and approvals (including any authorizations, consents, orders and approvals listed in Section 4.03 of all Governmental Authorities the Disclosure Schedule) that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements; provided, however, that no Seller shall have any obligation to give any guaranty or other Transaction Documents; (ii) cooperate fully consideration of any nature in connection with the other parties in promptly seeking to obtain all such any authorizations, consents, orders and approvals; and (iii) . The Sellers agree to provide to the Purchaser such information as any Educational Agencies or other information to any Governmental Authority as such Governmental Authority parties may reasonably request require, in connection herewithwith their review of any related application. Each party hereto agrees to, The Sellers agree to cooperate before and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant after the Closing at the Purchaser’s expense to assist the HSR Act Purchaser to obtain or renew any Educational Approvals or any other necessary authorizations and approvals from Governmental Authorities or Educational Agencies with respect to the Institution, including obtaining U.S. DOE Approvals on a provisional basis after the Closing Date. (b) The Sellers shall give promptly such notices to third parties and use all commercially reasonable efforts, in good faith, to obtain such third party consents and estoppel certificates as the Purchaser may deem reasonably necessary in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that no Seller shall have any obligation to give any guaranty or other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities consideration of any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition or trade regulation Law. Parent shall, and shall cause its Affiliates to, pay all filing or notice fees nature in connection with the foregoing antitrust, competition and trade regulation Law filings and notificationsany such consents or estoppel certificates. (bc) Without limiting The Purchaser shall cooperate and use all commercially reasonable efforts, in good faith, to assist the generality of the parties’ undertakings pursuant Sellers in giving such notices to Section 7.06(a), third parties and notwithstanding anything in this Agreement to the contrary, Parent shall, obtaining such third-party consents and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Dateestoppel certificates; provided, however, that the Purchaser shall have no obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take give any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition guarantee or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness consideration of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing and in seeking early termination terms of any applicable waiting periods, including under agreement or arrangement that the HSR Act. The parties acknowledge that Parent shall have Purchaser in its reasonable discretion may deem adverse to the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning the valuation interests of the Business; (ii) as necessary to comply with contractual arrangements Purchaser or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal SeparationInstitution. (d) Each party hereto agrees that it The Sellers shall notcooperate and use all commercially reasonable efforts, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time requiredin good faith, to (i) obtain assist the expiration or termination Purchaser in prosecuting and expediting any necessary applications in respect of the waiting period Institution’s continued participation in the Title IV Programs. (e) The Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business or the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the HSR Act, Sellers or any other applicable antitrust, competition or trade regulation Law, applicable the Company is a party is not obtained prior to the transactions contemplated by this Agreement and the other Transaction Documents; (ii) avoid the entry ofdate hereof, the commencement of litigation seeking Sellers will, subsequent to the entry ofdate hereof, cooperate with the Purchaser or the Company in attempting to effect the dissolution ofobtain such consent, any injunction, temporary restraining order approval or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementauthorization as promptly thereafter as practicable.