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

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall use its reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Subject to clause (c) of this Section 6.5, each of the parties shall use its all reasonable best efforts to promptly (i) obtain all permits, authorizations, consents, orders and approvals of all Governmental Government 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 those consents set forth in the Company 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 Ancillary Agreements and will such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the Seller other party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. , giving such notice and making such filings. (b) Each party hereto agrees to make promptly its respective filing, if necessary, an appropriate filing pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty five (205) Business Days of the date hereof 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 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 the Competition Act, and the Purchaser will promptly make all filings divest any of its businesses or 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 applicable antitrust, competition assets or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities engage in litigation in order to obtain any authorization, notice to proceed, consent, order or secure approval including any made pursuant to under the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination DateHSR Act. (c) Each party to this Agreement hereto shall promptly notify be responsible for the other parties of any communication it or any payment of its Affiliates 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 party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement Buyer shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition HSR Act. Subject to . (d) Each of Buyer and the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 the efforts referenced in Section 6.5(a) to this Agreement and the Transactions. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all requisite permits, authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation 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 Transactions, in each case prior status of matters related to the Termination Datetransactions 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) The Purchaser shall Seller will use its reasonable best efforts to 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 Ancillary Agreements other Documents and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting After the generality of the Purchaser’s undertaking pursuant to Section 5.05(a)Closing, the Purchaser agrees Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents and to take any estoppel certificates as the Purchaser may in its sole and all steps 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and desirable in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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 connection with the consummation of the Transactions. In addition, transactions contemplated by this Agreement and the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Dateother Documents. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 best efforts to obtain the consent of the other parties of to any communication it such Purchased Asset or any of its Affiliates receives from claim or right or any Governmental Authority relating benefit arising thereunder for the assignment thereof to the matters that are Purchaser as the subject of this Agreement and permit Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the other party to review in advance any proposed communication by such party to any Governmental Authority. None rights of the parties 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 this Agreement shall agree 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 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. Subject obligations of any Purchased Asset have not been provided to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject Purchaser by alternative arrangements satisfactory to the Confidentiality AgreementPurchaser and Seller, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith an adjustment in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DatePurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Seller will use its reasonable best efforts to 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 Ancillary Agreements and will reasonably cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting After the generality of the Purchaser’s undertaking pursuant to Section 5.05(a)Closing, the Purchaser agrees Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents and to take any and all steps estoppel certificates as the Purchaser may reasonably deem necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and desirable in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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 connection with the consummation of the Transactions. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 commercially reasonable efforts to obtain the consent of the other parties of to any communication it such Purchased Asset or any of its Affiliates receives from claim or right or any Governmental Authority relating benefit arising thereunder for the assignment thereof to the matters that are Purchaser as the subject of this Agreement and permit Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the other party to review in advance any proposed communication by such party to any Governmental Authority. None rights of the parties 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 this Agreement shall agree 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 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. 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. Subject obligations of any Purchased Asset have not been provided to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject Purchaser by alternative arrangements satisfactory to the Confidentiality AgreementPurchaser and Seller, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith an adjustment in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DatePurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its reasonable best commercial efforts to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty ten (2010) Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during filing fee for such HSR Act filing shall be borne by the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsPurchaser. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to The Seller shall cooperate and use its reasonable best commercial efforts to obtain or assist the Purchaser in obtaining such third party consents and 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 reasonably necessary or desirable in connection with the transactions contemplated by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole discretion may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide Purchaser or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Seller and the Purchaser shall not take any actionagree that, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business)event that any consent, that would approval or authorization reasonably be expected necessary or desirable to make it more difficult to: (i) obtain preserve for the expiration Business any right or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Assumed Contract is not obtained prior to the Termination DateClosing, 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 use its reasonable 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 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 obtain any authorization, order, consent, approval, assignment, estoppel certificate or waiver hereunder, the Seller shall not be obligated to incur costs, expenses (including third-party legal fees) and (collectively, "Consent Costs") which, along with all other Consent Costs incurred by the Seller, (x) exceed $500,000 in the aggregate and (y) are other than one-time costs to be paid in connection with obtaining such authorization, order, consent, approval, assignment or waiver. For the sake of clarity, Audiovox shall not have any obligation to incur Consent Costs.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of the parties to this Agreement shall use its all commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals Permits 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 Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and will cooperate fully with the Seller one another in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the All fees and costs of which associated with obtaining such Permits shall be payable borne by the Purchaser) with respect to Seller, whether or not the Transactions within Twenty (20) Business Days terms of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material such Permits provide otherwise; provided, however, that may be requested pursuant to the Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 obligated to pay make any fees, applicable Taxes commercially unreasonable non-monetary accommodation or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) concession in connection with the Transactionsforegoing. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser Seller shall use its commercially reasonable best efforts to defend through litigation obtain all Third Party Consents on terms reasonably satisfactory to Purchaser and the merits any claim asserted in court by any party in order Parents, and all fees and costs payable 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 consenting Person associated with obtaining such Third Party Consents shall be borne by the Termination DateSeller, whether or not the terms of such Third Party Consents provide otherwise; provided, however, that Seller shall not be obligated to make any commercially unreasonable non-monetary accommodation or concession in connection with the foregoing. Seller shall use its commercially reasonable efforts to obtain all Governmental Consents on terms reasonably satisfactory to Purchaser and the Parents, and all fees and costs payable to the applicable Governmental Authority associated with obtaining such Governmental Consents shall be borne by the Seller, whether or not the terms of such Governmental Consents provide otherwise; provided, however, that Seller shall not be obligated to make any commercially unreasonable non-monetary accommodation or concession in connection with the foregoing. (c) Purchaser shall cooperate fully with Seller to obtain the consents of the holders of Principal Guaranties to the release of the Seller and/or the Principals (as the case may be) from liability thereunder, and the substitution of either of the Parents as guarantor thereunder, effective upon the Closing, in form and substance reasonably satisfactory to Seller (the “Principal Guaranty Releases”), and all fees and costs payable to the applicable holder associated with obtaining such Principal Guaranty Releases shall be borne by the Seller, whether or not the terms of such Principal Guaranty Releases provide otherwise; provided, however, that Seller shall not be obligated to make any commercially unreasonable non-monetary accommodation or concession in connection with the foregoing. (d) For purposes of clarity, the parties hereby acknowledge and agree that if the terms of any Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases provide that the Purchaser, the Parents or any of their respective Affiliates shall have any Liability for any fees or costs payable to or on behalf of the consenting Person (including such consenting Person’s attorneys’ fees) associated with obtaining such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases, all of such fees and costs payable to or on behalf of the consenting Person (including such consenting Person’s attorneys’ fees) shall nevertheless be borne by the Seller, and the Seller shall have no right of contribution against the Companies, the Transferred Entities, the Roseland Property Assets, Parents or Purchaser or any of their respective Affiliates with respect to any of the foregoing fees or costs, and the Seller hereby unconditionally, fully and finally releases the Companies, the Transferred Entities, the Roseland Property Assets, Parents, Purchaser and their respective Affiliates from any claim of any kind or nature for, and waives any and all rights of every kind or character with respect to, indemnification or contribution by the Companies, the Transferred Entities, the Roseland Property Assets, Parents or Purchaser or their respective Affiliates with respect to such fees and costs. To the extent that Purchaser, the Parents or any of their Affiliates are required by the terms of such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases to pay or reimburse any consenting third party for costs and fees associated with obtaining such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases, then the Seller shall advance the funds for the payment of such costs and fees to the Purchaser, the Parents or their Affiliates, as applicable. The parties hereby further acknowledge and agree as follows with respect to indemnification or guaranty Liabilities assumed by the Purchaser, the Parents or any of their respective Affiliates in connection with obtaining any Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases: (i) one or more of the Parents shall assume (A) that certain Contribution and Indemnification Agreement, dated as of January 18, 2012, between The Prudential Insurance Company of America and the Seller (it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all Liabilities thereunder with respect to any and all periods prior to the Closing) and (B) that certain Contribution and Indemnification Agreement, dated as of April 25, 2011, between PRISA III REIT Operating, L.P. and the Seller (it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all Liabilities thereunder with respect to any and all periods prior to the Closing); (ii) one or more of the Parents, on the one hand, and Seller, on the other hand, shall be jointly and severally liable with respect to any indemnification Liability under Section 9 of that certain Consent to Assignment and Amendment to Amended and Restated Operating Agreement dated on or about the date of this Agreement, among PruRose Riverwalk G, L.L.C., West New York Parcel G Apartments Investors LLC, and MC Roseland NJ Holdings L.L.C; (iii) one or more of the Parents shall be liable with respect to any indemnification or guaranty Liability under those Third Party Consents and Principal Guaranty Releases set forth on Schedule 5.07(d), it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against the indemnification and guaranty Liabilities thereunder that are referenced in Schedule 5.07(d), with respect to any and all periods prior to the Closing; and (iv) with respect to any other indemnification Liabilities assumed by the Purchaser, the Parents or any of their respective Affiliates from and after the date of this Agreement in connection with obtaining any Governmental Consents, it is hereby acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all indemnification and guaranty Liabilities thereunder with respect to any and all periods prior to the Closing. (e) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from from, or sends to, any Governmental Authority relating to the matters that are the subject of this Agreement and permit permit, to the extent practicable, the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Seller and the Purchaser shall use its reasonable best efforts to 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 and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. The Seller will, and will cause the Pershing Companies to, cooperate fully with the Seller Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other 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 the Purchaser or the Seller, as the case may be). Each party hereto agrees 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 the ordinary course. The Seller and the Purchaser each agree to make promptly its respective filingmake, if necessaryor to cause to be made, (i) an appropriate filing of a notification and report form pursuant to the Competition HSR Act and (the costs of which shall be payable ii) any other filing or notification required by the Purchaser) any other applicable Law, in each case, with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) fifteen Business Days after the date of this Agreement in the case of the date hereof HSR Act, and as promptly as reasonably practicable in the case of any other 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition HSR Act or the Forest Act (British Columbia) in connection with the Transactionsany other applicable Law. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement Agreement, to the extent permitted by applicable Law, shall promptly notify the other parties party of any communication anycommunication it or any of its 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 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 No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties each party to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and Back to Contents providing such assistance as such other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition HSR Act. Subject to the Confidentiality Agreement, the parties each party to this Agreement will provide the other parties party with copies of all correspondence, filings or communications between them it or any of their its 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, . The preceding provisions of this Section 5.04(b) apply only through the Closing Date or termination of this Agreement; except that the foregoing provisions of this subparagraph (iib) obtain shall continue to apply to the approval under extent that a Governmental Authority requires a filing or notification promptly following the Closing Date. (c) Each party agrees to cooperate in obtaining any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders consents and approvals of Governmental Authorities necessary for that may be required in connection with the consummation of the Transactions, in each case prior to the Termination Datetransactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Prior to the Closing, each party shall use his, her or its commercially reasonable best efforts to promptly obtain (or cause the Company and the Subsidiaries to 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 Ancillary Agreements and will cooperate fully with the Seller each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Prior to the Closing, each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings FATA or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionssimilar foreign regulation. (b) Without limiting Prior to the generality Closing, the Sellers shall, or shall cause the Company and the Subsidiaries to, give promptly such notices to third parties and use its or their commercially reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may reasonably deem necessary in connection with the transactions contemplated by this Agreement; provided, however, that the Sellers 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 Sellers reasonably deem adverse to their interests or the interest of the Purchaser’s undertaking pursuant to Section 5.05(a)Company, any Subsidiary thereof or the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority business of the Company or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination DateSubsidiary. (c) Each party Prior to this Agreement the Closing, the Purchaser shall promptly notify cooperate and use its commercially reasonable efforts to assist the Sellers 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 consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser reasonably deems adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company, any Subsidiary or the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsbusiness. (d) The Sellers and the Purchaser shall not take agree that, in the event any actionconsent, approval or enter into any transaction authorization necessary to preserve for the Company’s business, the Company or any agreement to effect Subsidiary any transaction (including any merger right or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrustlease, competition license, contract, commitment or trade regulation law, (iii) avoid other agreement or arrangement to which the entry ofSellers, the commencement of litigation seeking the entry of, Company or to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Subsidiary is a party is not obtained prior to the Termination DateClosing, the Sellers will, subsequent to the Closing, reasonably 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 Sellers shall use their commercially reasonable efforts (not involving the payment of any money unless such payment is to be reimbursed in full by Purchaser) 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 Sellers 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) The Purchaser and the Seller shall each (i) use its reasonable best efforts to 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 Ancillary Agreements and will Agreements, (ii) cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals 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 make promptly (but in no event later than ten (10) Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to Part IX of the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof transactions contemplated by 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 Competition Act, . Each party hereto agrees to make as promptly as practicable its respective filings and the Purchaser will promptly make all filings or notifications required under the ICAnotifications, 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. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition pay all fees or trade regulation 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 pay any fees, applicable Taxes or make other payments to any Governmental Authorities Authority in order to obtain any authorizationsuch authorizations, notice to proceedconsents, consent, order orders or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a6.04(a), the Purchaser agrees to use its reasonable best efforts efforts, and to take any and all steps necessary 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 transactions contemplated hereby as promptly as practicable, and in any event, no later than April 30, 2008 (event prior to the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture divestiture 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 entry entering into of such other arrangements arrangements, as are required 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 Transactionstransactions contemplated hereby. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of the 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. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the 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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition Act. Subject to the Confidentiality Agreement, the The parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of Groupe Modulo or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) The Purchaser shall not take any action, or enter into any transaction transaction, or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), acquisition) that would might reasonably be expected to make it more difficult difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the Competition Act Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 completion consummation of the Transactionstransactions contemplated hereby, or (iviii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactionstransactions contemplated by this Agreement. (e) The Seller shall, and shall cause its applicable Affiliates (other than Groupe Modulo) to, provide all consents required pursuant to any agreements any such Persons may have with Groupe Modulo in each case prior to connection with the Termination Dateexecution of this Agreement or the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Abbott and GE shall use its commercially reasonable best efforts to obtain 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 and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. Abbott and will GE shall cooperate fully with the Seller one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Abbott and approvalsGE shall not be required to pay any fees or other 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). Each party hereto agrees to make promptly its respective filingNeither Abbott, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days 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 under any Competition/Investment Law. Abbott and GE each agree to make, or to cause to be made, if required, an appropriate filing of a notification and report form pursuant to the HSR Act, the EC Merger Regulation and any other applicable Competition/Investment Law, in each case, with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof 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 Competition Act, HSR Act and the Purchaser will promptly make all filings EC Merger Regulation or notifications required under any other Competition/Investment Laws. If any objections are asserted with respect to the ICA, if any. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing transactions contemplated hereby under any applicable antitrust, competition Competition/Investment Law or trade regulation law without the written consent of the other party. The Purchaser and Seller each agree that it will not enter into if any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any fees, applicable Taxes suit or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order proceeding is instituted or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 threatened by any Governmental Authority or any other private party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in challenging any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assetstransactions contemplated hereby as violative of any Competition/Investment Law, properties or businesses to be acquired by it pursuant hereto, each of GE and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser Abbott shall use its reasonable best efforts to defend through litigation on promptly resolve such objections. Notwithstanding anything to the merits contrary contained in this Agreement, in connection with obtaining any claim asserted 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 Purchased Assets, or commit to alter the business or commercial practices relating to the Business in court any way, and (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) Abbott shall notify the FDA of the transactions contemplated by this Agreement as required by paragraph 23 of the Consent Decree, a copy of which has been provided to GE, 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”), under the Consent Decree; (iii) cooperate with Abbott, using its reasonable best efforts, to obtain an amendment to the Consent Decree to (x) replace the defendants thereunder with GE or other GE Persons required by any party in order Governmental Authority (the “GE Consent Decree Defendants”), (y) reflect the assignment and assumption of all Liabilities of the Abbott Consent Decree Defendants thereunder 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 and by the Termination DateGE 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 conditions asserted with respect to the transactions contemplated hereby under the Consent Decree by any Governmental Authority. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other 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 Neither party to this Agreement 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 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. Subject to the Confidentiality Agreement, the parties to this Agreement will shall coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition HSR Act, the EC Merger Regulation and any other applicable Competition/Investment Laws. Subject to the Confidentiality Agreement, Agreement the parties to this Agreement will shall provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Seller will use its reasonable best efforts to 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 Ancillary Agreements other Documents and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser shall cooperate and use all reasonable efforts to assist the Seller each agree thatin obtaining all such authorizations, during the term of this Agreementconsents, it will not withdraw its filing under any applicable antitrust, competition or trade regulation law without the written consent of the other party. The Purchaser orders 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant The Seller shall give promptly such notices to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts third parties and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on obtain such Consents and estoppel certificates as the merits Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement and the other Documents, including, without limitation, all Consents to the transfer of the Contracts listed in Schedule 4.6(c) and all Consents required to transfer to the Purchaser all of the Licensed Intellectual Property. The Purchaser shall 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 claim asserted guarantee or other consideration of any nature in court by connection with any party in order to avoid entry ofsuch notice, Consent or estoppel certificate or to have vacated consent to any change in the terms of any Contract which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 reasonable best efforts to obtain the consent of the other parties of to any communication it such Purchased Asset or any of its Affiliates receives from claim or right or any Governmental Authority relating benefit arising thereunder for the assignment thereof to the matters that are Purchaser as the subject of this Agreement and permit Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the other party to review in advance any proposed communication by such party to any Governmental Authority. None rights of the parties 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 this Agreement shall agree 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 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. Subject obligations of any Purchased Asset have not been provided to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject Purchaser by alternative arrangements satisfactory to the Confidentiality AgreementPurchaser and Seller, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith an adjustment in the ordinary course of business)Purchase Price, that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or extent not otherwise adjusted pursuant to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateSection 3.3.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Parent and the Company shall use its 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 execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will Agreement; (ii) cooperate fully with the Seller other 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 make as promptly as practicable (and, in any event, no later than five (5) Business Days following the date hereof), its respective filingfiling (or notification), if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) and any other applicable antitrust, competition, or trade regulation Law with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, HSR Act and the Purchaser will promptly make all filings or 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 competition, or trade regulation law without the written consent of the Law. Parent shall pay all fees or make other party. The Purchaser and Seller each agree that it will not enter into any timing agreement with payments required by applicable Law to any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorizationsuch authorizations, notice to proceedconsents, consent, order orders or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the PurchaserParent’s undertaking pursuant to Section 5.05(a5.4(a), the Purchaser agrees to Parent shall use its reasonable best efforts and 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 as promptly as practicable, and in any event, no later than April 30, 2008 (prior to the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture divestiture 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 entry entrance into such other arrangements arrangements, as are required 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. In addition, the Purchaser Parent shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, of any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by prior to the Termination Date. Notwithstanding anything to the contrary contained herein, nothing in this Section 5.4 shall require Parent and its Affiliates to, and “reasonable best efforts” shall not be deemed to require Parent and its Affiliates to, take any action that, individually or in the aggregate, would reasonably be expected to have a material and adverse impact on (i) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the reasonably expected benefits to Parent of completing the Merger, which reasonably expected benefits shall be measured at a level of those reasonably likely to have a material and adverse impact on the Company and its Subsidiaries, taken as a whole, and not at the level or measure that would reasonably likely to have a material and adverse impact on Parent and its Affiliates, taken as a whole. (c) Each party to this Agreement shall promptly notify the other parties 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 party to review in advance any proposed communication by such party to any Governmental Authority. None Neither of the parties 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), 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. Subject to the Confidentiality AgreementEach party hereto shall, the parties to this Agreement will and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties party hereto in exchanging such information and providing such assistance as such the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition HSR Act. Subject to the Confidentiality Agreement, the The parties to this Agreement will shall, and shall cause their respective Affiliates and their respective Representatives to, provide the each other parties with copies of all correspondence, filings or communications between them or any of their representativesrespective 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; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and its Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney‑client or other privilege or confidentiality concerns. (d) The Purchaser shall not take any actionFor the avoidance of doubt, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), parties hereto understand and agree that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination all obligations of the waiting period under the Competition Act applicable Company, Parent and Merger Sub relating to the purchase of the Purchased Assets contemplated Financing shall be governed solely by Section 5.12 and not by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateSection 5.4.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each Party shall use its commercially reasonable best efforts to 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 Ancillary other 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 Seller each other in promptly seeking to obtain all such permits, governmental licenses, authorizations, qualifications, notifications, consents, orders and approvals. Each party hereto Party agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Laws by such Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsfor this purpose. (b) Without 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 other Parties may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement; without limiting the generality foregoing, Beam hereby covenants to use commercially reasonable efforts to obtain consents to the assignment and transfer of existing distribution agreements in respect of Existing Agency Brands to DNV as of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid Closing Date or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 following the Closing by the Termination Date. (c) Each Party shall cooperate and use commercially reasonable efforts to assist each other Party in giving such notices and obtaining such third party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement approvals, contractual consents, waivers and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsamendments. (d) The Purchaser shall not take any actionParties agree that, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course event any third party approval, contractual consent, waiver or amendment necessary or desirable to preserve for the business of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination any of the waiting period Parties any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which any Party is a party is not obtained prior to the Closing, the 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, prepare and file the notifications required under the Competition HSR Act applicable to in connection with the purchase of the Purchased Assets transactions contemplated by this AgreementAgreement and the other Basic Agreements. (f) To the extent required third party approvals, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, contractual consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case waivers or amendments are not obtained prior to the Termination DateClosing, 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 JBBCo. or JBBW) shall 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 applicable Party and the applicable Party shall enforce for the benefit of DNV any and all rights of such Party against a third party 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 to enforce, to the extent legally possible, at DNV's request, in accordance with DNV's instructions and at DNV's expense, the non-competition or non-disclosure provisions of such lease, license, contract, commitment or other agreement or arrangement. Notwithstanding anything herein to the contrary, nothing in this Section 6.02 shall limit a Party's right to terminate this Agreement pursuant to Article VIII, so long as such Party has up to then complied in all material respects with its obligations under this Section 6.02.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of the parties hereto shall use its all reasonable best efforts to promptly obtain (or cause the Subsidiaries to 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 Ancillary Transaction Agreements and will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of transactions contemplated by this Agreement as soon as practicable after the 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 Competition HSR Act. Each party hereto agrees to use its best efforts to contest any Action seeking to restrain, enjoin or alter the transactions contemplated by this Agreement and to avoid the imposition of such restraint, injunction or alteration, and the Purchaser will promptly make all filings if any such Governmental Order has been granted, to use its best efforts to have such Governmental Order vacated or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionslifted. (b) Without limiting The Parent shall or shall cause the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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, Company and the entry into Subsidiaries to give promptly such other arrangements notices to third parties and use all commercially reasonable efforts to obtain such third party consents as are required necessary or advisable desirable in order to avoid connection 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all commercially reasonable efforts to this Agreement shall promptly notify assist the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Parent in giving such notices and permit the other party to review in advance any proposed communication by obtaining such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsconsents. (d) The Purchaser shall not take parties hereto agree that, in the event any actionconsent, approval or enter into any transaction authorization necessary or desirable to preserve for the Business, the Company or any agreement to effect Subsidiary any transaction (including any merger right or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrustlease, competition license, contract, commitment or trade regulation law, (iii) avoid other agreement or arrangement to which the entry ofParent, the commencement of litigation seeking Seller, the entry of, Company or to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Subsidiary is a party is not obtained prior to the Termination DateClosing, 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) The Purchaser Each party shall use its commercially reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsConsents. (b) Without limiting the generality of the Purchaser’s undertaking pursuant Seller shall give promptly such notices to Section 5.05(a), the Purchaser agrees to third parties and use its commercially reasonable best efforts and 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 Governmental Authority or any other obtain such third party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements Consents as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation described on the merits any 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 by the Termination DateSchedule 4.3(b). (c) Each party Buyer shall cooperate and use all reasonable efforts to this Agreement assist Seller in giving such notices and obtaining the Consents are described on Schedule 4.3(b); provided, however, that Buyer shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 the Competition Act. Subject agreement or arrangement which Buyer in its sole discretion may deem adverse to the Confidentiality Agreement, interests of Buyer or the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser If any Consent described on Schedule 4.3(b) 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 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 take constitute an agreement to assign any action, or enter into any transaction Transferred Asset or any agreement to effect claim or right or any transaction (including any merger benefit arising thereunder or acquisition but not including transactions or agreements in resulting therefrom if an attempted assignment thereof, without the ordinary course Consent of business)a third party thereto, that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order constitute a breach or other order that would prevent contravention thereof or in any way adversely affect the completion rights of the Transactions, Buyer or Seller (ivor their respective Affiliates) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Datethereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Each party hereto will use its all commercially reasonable best efforts to 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 Agreement, including, without limitation, any required approvals of the Ancillary Agreements Connecticut Insurance Department, and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, an appropriate filing of a Notification and Report Form pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of transactions contemplated hereby as soon as reasonably practicable after the 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 Competition HSR Act. The Purchaser agrees to make its initial filing pursuant to Connecticut Insurance Code Section 38a-130 (the "Form A Filing") within ten (10) Business Days of the execution of this Agreement and to respond promptly to any request by the Connecticut Insurance Department for any additional information and documentary material in connection therewith. The Purchaser agrees to provide a draft of the Form A Filing (and each amendment or supplement thereto) to the Seller for its review and to consult with the Seller relating to any issues arising as a result of the Seller's review, prior to the submission by the Purchaser of the Form A Filing to the Connecticut Insurance Department; provided that such consultation does not delay the timely filing of the Form A Filing or any amendments or supplements thereto and it being agreed that the final determination as to the content of such filings or any amendments or supplements thereto shall remain solely with the Purchaser. The Purchaser agrees to provide the Seller with copies of the Form A Filing and each amendment or supplement thereto in final form upon the submission thereof to the Connecticut Insurance Department. The Seller and the Purchaser will promptly each agree to timely make all other appropriate filings or notifications with the Connecticut Insurance Department and such other filings as may be required under the ICAinsurance laws of any other state or jurisdiction in which the Company does business. Notwithstanding the foregoing, if any. The the Seller and the Purchaser and Seller each agree that, during that the term of this Agreement, it Purchaser will not withdraw its filing under any applicable antitrust, competition or trade regulation law without provide to the written consent Seller those portions of the other party. The Purchaser Form A Filing that contain any confidential or personal information about the Purchaser's or the Company's directors or officers unless such information is specifically at issue with the Connecticut Insurance Department and Seller each agree that it will not enter into forms a material basis for any timing agreement with any Governmental Authority without final adverse action taken by the written consent of the other party. The Seller shall not be required to pay any fees, applicable Taxes or other payments to any Governmental Authorities Connecticut Insurance Department in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant response to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsForm A Filing. (b) Without limiting To the generality extent that any notices of the Purchaser’s undertaking pursuant change in control of the Company may be required by applicable Law of any jurisdiction in which the Company has a Surplus Lines Authorization, promptly following the Closing the Purchaser shall file any such notices that may be required and, upon filing, provide the Seller with copies of any such filings; provided, however, that with respect to Section 5.05(a)any notices or filings made in any of the Subject States, the Purchaser agrees to use provide a draft of such notice or filing (and each amendment or supplement thereto) to the Seller for its reasonable best efforts review and to take consult with the Seller relating to any and all steps necessary issues arising as a result of the Seller's review, prior to avoid the submission by the Purchaser of such notice or eliminate each and every impediment under any antitrust, competition filing with the insurance regulatory authorities in the Subject State; provided that such consultation does not delay the timely filing of such notice or trade regulation Law that may be asserted by any Governmental Authority filing or any other party so amendments or supplements thereto and it being agreed that the final determination as to enable the parties hereto to expeditiously close content of such filings or any amendments or supplements thereto shall remain solely with the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (Purchaser. Notwithstanding the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwiseforegoing, the sale, divesture or disposition Seller and the Purchaser agree that the Purchaser will not provide to the Seller those portions of such of its assets, properties filings that contain any confidential or businesses personal information about the Purchaser's or of the assets, properties Company's directors or businesses officers unless such information is specifically at issue with the insurance regulatory authorities in the Subject State and forms a material basis for any final adverse action taken by such insurance regulatory authorities in response to be acquired by it pursuant hereto, and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Datefiling. (c) Each party to this Agreement shall promptly notify The parties hereto will not knowingly take any action that will have the other parties effect of delaying, impairing or impeding the receipt of any communication it required authorizations, consents, orders or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsapprovals. (d) The Purchaser shall not take and the Seller will use all their respective reasonable efforts to assist one another in obtaining any action, or enter into any transaction or any agreement consents referred to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of businessSections 7.01(f) and 7.02(f), that would including, without limitation, providing to such parties such financial statements and other financial information with respect to the Purchaser as such parties may reasonably request, if and to the extent such information may reasonably be expected required; provided, however, that neither the Purchaser nor the Seller shall be obligated with respect to make it more difficult to: such assistance (i) obtain to expend any funds except the expiration or termination payment of the waiting period under the Competition Act fees and expenses of any applicable to the purchase of the Purchased Assets contemplated attorneys, consultants or other advisors retained by this Agreementit and applicable filing fees and other costs required by Governmental Authorities, or (ii) obtain to take any actions with respect to its respective businesses or the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion Business of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the TransactionsCompany which, in each case prior to the Termination Dateits reasonable judgment, is materially adverse.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Buyer and Seller shall use its reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant Seller shall give promptly such notices to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts third parties and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on obtain such third party consents as Buyer may reasonably deem necessary or desirable in connection with the merits any claim asserted transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all third party consents that are reasonably necessary or desirable 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 connection with the Closing by transfer of the Termination DateMaterial Contracts. (c) Each party Buyer shall cooperate and use all reasonable efforts to assist Seller in giving such notices and obtaining such consents; provided, however, that Buyer 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 Material Contract which Buyer in its sole discretion may deem adverse to the interests of Buyer or the Business. (d) Notwithstanding anything to the contrary set forth in this Agreement or in any of the Ancillary Agreements, nothing contained in this Agreement or in any of the Ancillary Agreements shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Buyer any asset, property or right that would otherwise constitute an Asset, but that by its terms is not transferable or assignable to Buyer pursuant to this Agreement shall promptly notify without the consent, waiver, approval, authorization, qualification or other order of one or more third parties of any communication it and such consent, waiver, approval, authorization, qualification or any of its Affiliates receives from any Governmental Authority relating other order is not obtained prior to the matters that are Closing (each, a "Non-Transferable Asset"). (e) From and after the subject Closing and, with respect to each Non-Transferable Asset, until the earlier to occur of this Agreement (i) such time as such Non-Transferable Asset shall be properly and permit lawfully transferred or assigned to Buyer pursuant hereto and (ii) such time as the other party material benefits intended to review be transferred or assigned to Buyer pursuant hereto have been procured by alternative means pursuant to Section 5.4(f), (A) such Non-Transferable Asset shall be held by Seller in advance any proposed communication by such party to any Governmental Authority. None trust exclusively for the benefit of the parties to this Agreement Buyer, and (B) Seller shall agree to participate cooperate in any meeting with any Governmental Authority good faith, reasonable arrangement designed to provide or cause to be provided for Buyer the material benefits intended to be transferred or assigned to Buyer under such Non-Transferable Asset and, in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance andfurtherance thereof, to the extent permitted under the terms of such Non-Transferable Asset and under applicable Law (1) Buyer shall use commercially reasonable efforts to perform and discharge all of the Liabilities of Seller under the terms of such Non-Transferable Asset in effect as of the Closing and (2) Seller shall use commercially reasonable efforts to provide or cause to be provided to Buyer all of the benefits of Seller under the terms of such Non-Transferable Asset in effect as of the Closing, including by promptly paying to Buyer any monies received by Seller from and after the Closing under such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject Non-Transferable Asset attributable to the Confidentiality Agreementperformance of Buyer thereunder. (f) In the event that Seller is unable to obtain any consent from a third Person, as requested by Buyer, under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, (i) Buyer shall be entitled to procure the material rights and benefits of Seller under the terms of such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new Contracts with third parties or otherwise, and (ii) Seller shall pay to this Agreement will coordinate Buyer the reasonable fees, expenses and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request costs incurred in connection with procuring such rights and benefits; provided, however, that in the foregoing and event that Buyer shall exercise its rights under this Section 5.4(f) in seeking early termination respect of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality AgreementNon-Transferable Asset, the parties to this Agreement will provide the other parties with copies obligations of all correspondence, filings or communications between them or any Seller under Section 5.4(e) in respect of their representatives, on the one hand, such Non-Transferable Asset shall thereupon cease and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactionsexpire. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each party hereto agrees to, and shall cause its respective Affiliates to, use its 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 Agreement, including taking steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority and to avoid the entry of, and the Ancillary Agreements and will 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 that would otherwise have the effect of materially delaying or preventing the consummation of the Transactions, (ii) cooperate fully with the Seller other party in promptly seeking to obtain all such authorizationsConsents, consents, orders and approvals(iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of as promptly as reasonably practicable after the 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 Competition 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, and cooperate with the other parties hereto if required for making such filings under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”) and to supply as promptly as practicable to the Purchaser will promptly make all filings or notifications appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law. Parent shall pay the filing fees required under the ICA, if any. The Purchaser HSR Act and Seller each agree that, during the term of this Agreement, it will not withdraw its all other filing under any applicable antitrust, competition or trade regulation 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 fees required by any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionssuch Consents. (b) Without limiting To the generality of extent permitted by applicable Law and subject to all applicable privileges (including the Purchaser’s undertaking pursuant to Section 5.05(aattorney-client privilege), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Section 6.06 and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental AuthorityAuthority relating to such matters. None Neither of the parties 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 any settlement of the investigation), 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. Subject to the Confidentiality AgreementEach party hereto shall, the parties to this Agreement will and shall cause their respective Affiliates to, coordinate and cooperate fully with the other parties party hereto in exchanging such information and providing such assistance as such the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including periods, investigation, or any other inquiry under the Competition Actany applicable Antitrust Laws. Subject to the Confidentiality Agreement, the The parties to this Agreement will shall, and shall cause their respective Affiliates to, provide the each other parties with copies of all correspondence, filings filings, or communications between them or any of their representativesrespective 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; provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or applicable Laws; and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (dc) The Purchaser Neither party shall, and each party shall cause its Affiliates not take any actionto, or enter into any transaction transaction, or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of businessacquisition), that would might reasonably be expected to make it more difficult to: difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the Competition HSR Act or any other applicable Antitrust Law applicable to the purchase of the Purchased Assets contemplated by this Agreement, Transactions or (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or all other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders orders, and approvals of Governmental Authorities necessary for the consummation of the Transactions. (d) Between the date of this Agreement and the Closing, in each case prior the Company shall, and shall cause the Related Consolidated Entities to, use commercially reasonable efforts to obtain the Termination Dateconsent of one or more third parties to assign the contracts set forth on Section 6.06(d) of the Parent Disclosure Schedule to a professional corporation designated by Parent and any such assignment shall only become effective at the Effective Time.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall use its 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 Ancillary Agreements and will each Transaction Document, (ii) cooperate fully with the Seller Company in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party The parties hereto agrees agree to make promptly its (but in no event later than ten (10) Business Days after the date of this Agreement) their respective filingfilings, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof transactions contemplated by this Agreement and each Transaction Document 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 Competition HSR Act, . The parties hereto agree to make as promptly as practicable (but in no event later than fifteen (15) Business Days after the date of this Agreement) their respective filings and the Purchaser will promptly make all filings or notifications required under the ICAnotifications, 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. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition pay all fees or trade regulation 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 pay any fees, applicable Taxes or make other payments to any Governmental Authorities Authority in order to obtain any authorizationsuch authorizations, notice to proceedconsents, consent, order orders or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties hereto of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party parties to review in advance any proposed communication by such party to any Governmental Authority. None of Neither the parties to this Agreement Company nor the Purchaser shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the 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. Subject to The Company and the Confidentiality Agreement, the parties to this Agreement Purchaser will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition HSR Act. Subject to The Company and the Confidentiality Agreement, the parties to this Agreement Purchaser will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Register Entities or the Business, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (dc) The Purchaser shall not take any action, or enter into any transaction transaction, or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), acquisition) that would might reasonably be expected to make it more difficult difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the Competition Act HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 completion consummation of the Transactionstransactions contemplated hereby, or (iviii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactionstransactions contemplated by this Agreement. (d) The Company shall determine, in each case its sole discretion, whether to submit for approval by the applicable Register Entity stockholders by the requisite vote (and in a manner reasonably satisfactory to Purchaser), by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may constitute “parachute payments” and that have an aggregate present value that equals or exceeds three (3) times a “disqualified individual’s” base amount within the meaning of Section 280G(b)(3) of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Purchaser, which approval shall not unreasonably be withheld), such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”). Prior to the Closing, the Company shall deliver to Purchaser either (i) notice that a stockholders vote was not solicited or (ii) evidence satisfactory to Purchaser that a stockholders vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (x) such requisite 280G Approval was obtained with respect to any Section 280G Payment, or (y) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment shall not be made or provided, pursuant to the 280G waivers that were executed by the affected individuals prior to the Termination Datestockholders vote. To the extent that the Company determines not to solicit a stockholders vote with respect to a Section 280G Payment, the following items shall be “280G Matters” for purposes of Section 10.02(d): (x) the amount of the corporate tax deduction foregone as a result of any payment of compensation (either by the Purchaser or any Register Entity) being characterized as an “excess parachute payment” within the meaning of Section 280G of the Code and (y) the amount of any gross-up payments for taxes imposed under Section 4999 of the Code and any gross-up payments for taxes imposed thereon (including but not limited to ordinary income and employment taxes and taxes imposed under Section 4999 of the Code) paid or to be paid by any Register Entity or the Purchaser to or on behalf of a disqualified individual pursuant to the terms of any Plan or any other agreement or arrangement in effect on the date of this Agreement. For the avoidance of doubt, no amount shall be a “280G Matter” to the extent such amount was deducted from the Purchase Price pursuant to Section 2.02 hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser ISI and Ispat shall use its their respective reasonable best efforts to promptly obtain (or cause ISC, the Subsidiaries and the Ventures to 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 Ancillary Agreements and each will cooperate fully with the Seller other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting ISI shall or shall cause ISC, the generality of Subsidiaries and the Purchaser’s undertaking pursuant Ventures to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents as may be necessary or desirable in connection with 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 5.05(a5.09(b), the Purchaser agrees Ispat shall have no obligation to use its reasonable best efforts and to take give any and all steps necessary to avoid guarantee or eliminate each and every impediment under other consideration of any antitrust, competition nature in connection with any such notice or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid the entry of, or to effect consent to any change in the dissolution ofterms of any agreement or arrangement which Ispat in its sole discretion may deem adverse to the interests of Ispat, ISC, 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminatedSubsidiary, any decree, order Venture or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each party ISI and Ispat agree that, in the event any consent, approval or authorization necessary or desirable to this Agreement shall promptly notify preserve for the other parties of Business, ISC, any communication it Subsidiary or any of its Affiliates receives from Venture any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance right or benefit under any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filingslease, investigation license, contract, commitment or other inquiry unless it consults with the other parties in advance andagreement or arrangement to which ISI, to the extent permitted by such Governmental AuthorityISC, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them Subsidiary or any of their 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. (d) The Purchaser shall Venture is a party is not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case obtained prior to the Termination DateClosing, 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) The Purchaser Each of the parties shall use its reasonable best efforts to 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 obligations pursuant to, this Agreement and the Ancillary Agreements and will Purchaser Shareholder shall cooperate fully with the Seller Parent in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s and the Purchaser Shareholder’s undertaking pursuant to Section 5.05(a5.03(a), the Purchaser agrees and the Purchaser Shareholder agree to use its reasonable best efforts and 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 Governmental Authority United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, transactions contemplated hereby no later than April 30March 31, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements hereto as are required or advisable to be divested in order to avoid 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 Transactionstransactions contemplated hereby. In addition, the Purchaser and the Purchaser Shareholder shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement No party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Actforegoing. Subject to the Confidentiality Agreement, the The parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser and each of the Sellers and the Company shall use its their reasonable best efforts to promptly obtain (or cause the Company and the Subsidiaries, as applicable, to obtain) all the 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 Ancillary Agreements Escrow Agreement and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) ten Business Days of the 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 Competition HSR Act. (b) The Company and the Sellers shall, and the Purchaser will Sellers shall cause the Company, or shall cause the Subsidiaries, to give promptly make all filings or notifications required under such notices to third parties as reasonably requested by the ICA, if any. The Purchaser and Seller each agree thatuse its or their reasonable best efforts to obtain the Third Party Consents and the Estoppel Certificates; provided, during the term of this Agreementhowever, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 Sellers shall not be required to pay compensate any feesthird party, applicable Taxes commence or other payments participate in litigation or offer or grant any accommodation (financial or otherwise) to any Governmental Authorities in order third party to obtain any authorization, notice to proceed, consent, order such consent or approval including any made pursuant of such third party. The Company and the Subsidiaries shall pay all costs and expenses incurred to obtain such consents. The Sellers and the Company shall cooperate with and provide reasonable assistance to the Competition Act Purchaser with respect to obtaining the Pizza Hut Amendment. (c) The Purchaser shall cooperate with and provide reasonable assistance to the Sellers in giving such notices and obtaining the Third Party Consents and Estoppel Certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or the Forest Act (British Columbia) other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the Transactionsterms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Company, any Subsidiary or the Business. (bd) Without limiting At or prior to the generality of Closing and effective no later than the Purchaser’s undertaking pursuant to Section 5.05(a)Effective Time, the Purchaser agrees Company shall or shall cause the Subsidiaries, and the Sellers shall cause the Company, to use its reasonable best efforts to obtain and pay the costs of obtaining “runoff” insurance related to take any the Company’s and all steps necessary the Subsidiaries’ Directors & Officers Insurance, Fiduciary Liability Insurance and, to avoid or eliminate each and every impediment under any antitrustthe extent a Third Party Consent to continue the existing Employment Practices Liability Insurance following the Closing has not been obtained by the Sellers and/or the Company, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 Employment Practices Liability Insurance (the “Termination DateRunoff Insurance”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the The Purchaser shall use its reasonable best efforts to defend through litigation obtain on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None behalf of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement Company and the Transactions. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: Subsidiaries replacement (i) obtain Directors & Officers Insurance for Liabilities arising from acts committed or alleged to be committed following the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this AgreementClosing, (ii) obtain Fiduciary Liability Insurance for Liabilities arising from acts committed or alleged to committed following the approval under any applicable antitrustClosing, competition or trade regulation law, and (iii) avoid Employment Practices Liability Insurance to the entry of, extent a Third Party Consent to continue the commencement of litigation seeking existing Employment Practices Liability Insurance following the entry of, or to effect Closing has not been obtained by the dissolution of, any injunction, temporary restraining order or other order that would prevent Sellers and/or the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the TransactionsCompany, in each case prior effective as of the Closing and having terms and conditions customary for a public company of similar size and risk as the Company and the Subsidiaries (the “Replacement Insurance”). The Sellers and the Company shall cooperate with and provide reasonable assistance to the Termination DatePurchaser with respect to obtaining the Replacement Insurance.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Each Seller and each Owner will use its reasonable their best efforts to 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 Ancillary Agreements other Documents and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant Each Seller shall promptly give such notices to Section 5.05(a), the Purchaser agrees to third parties and use its reasonable best efforts to obtain such third party consents and to take any and all steps estoppel certificates as 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and desirable in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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 connection with the consummation of the Transactionstransactions contemplated by this Agreement and the other Documents, including, without limitation, all Consents described in Section 4.6(a) of the Disclosure Schedule and all consents required to transfer to Purchaser all of the Licensed Intellectual property. In addition, the Purchaser shall cooperate and use its commercially reasonable best efforts to defend through litigation on the merits assist Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Purchaser shall have no obligation to give any claim asserted guarantee or other consideration of any nature in court by connection with any party in order to avoid entry ofsuch notice, consent or estoppel certificate or to have vacated consent to any change in the terms of any Assigned Agreement which Purchaser in its reasonable discretion may deem adverse to the interests of Purchaser or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 Purchaser or any Seller thereunder. Each Seller will use its best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any communication it Seller thereunder so that Purchaser would not in fact receive all such rights, each Seller and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which each Seller would enforce for the benefit of Purchaser, with Purchaser assuming such Seller’s obligations, any and all rights of each Seller against a third party thereto. Each Seller will promptly pay to Purchaser when received all monies received by such Seller under any Purchased Asset or any of its Affiliates receives from claim or right or any Governmental Authority relating benefit arising thereunder, except to the matters that are extent the subject of this Agreement same represents an Excluded Asset. In such event, each Seller and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance andPurchaser shall, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend benefits and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination obligations of any applicable waiting periods including under the Competition Act. Subject Purchased Asset have not been provided to the Confidentiality AgreementPurchaser by alternative arrangements satisfactory to Purchaser, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith a reduction in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DatePurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each party shall for itself use its all reasonable best efforts to promptly obtain (or, in the case of the Seller, cause the Company to 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation law without the written consent of the other partyLaw. 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant foregoing, each party hereto will (i) use all reasonable efforts to Section 5.05(a)prevent the entry in a judicial or administrative proceeding brought under any antitrust law of any preliminary injunction or other order that would make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; and (ii) take promptly, in the Purchaser agrees to use its reasonable best efforts and to take any and event that such an injunction or order has been issued in such a proceeding, all steps necessary to avoid prosecute an appeal of such an injunction or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicableorder, and in any event, no later than April 30, 2008 diligently prosecute such appeal. (b) The Seller shall or shall cause the “Termination Date”), including proposing, negotiating, committing Company to give promptly such notices to third parties and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of use all reasonable efforts to obtain such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, third party consents and the entry into such other arrangements estoppel certificates as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on may deem necessary or desirable in connection with the merits any claim asserted in court transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that neither the Purchaser nor the Seller shall promptly notify the have any obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 33 29 terms of any applicable waiting periods including under agreement or arrangement which the Competition Act. Subject Purchaser may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide Purchaser or the other parties with copies of all correspondence, filings Company or communications between them or any of their 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 Transactionsrespective businesses. (d) The Neither the Purchaser shall not take nor the Seller knows of any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in reason why all the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactions, in each case prior to the Termination Datetransactions contemplated hereby will not be received.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser and the Sellers shall each (i) use its reasonable best efforts to 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 Ancillary Agreements and will Agreements, (ii) cooperate fully with the Seller Sellers in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals 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 make promptly (but in no event later than ten (10) Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof transactions contemplated by 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 Competition HSR Act, . Each party hereto agrees to make as promptly as practicable its respective filings and the Purchaser will promptly make all filings or notifications required under the ICAnotifications, 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. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition pay all fees or trade regulation 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 pay any fees, applicable Taxes or make other payments to any Governmental Authorities Authority in order to obtain any authorizationsuch authorizations, notice to proceedconsents, consent, order orders or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a5.04(a), the Purchaser agrees to use its reasonable best efforts and 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 transactions contemplated hereby as promptly as practicable, and in any event, no later than April 30, 2008 (event prior to the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture divestiture 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 entry entrance into such other arrangements arrangements, as are required 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 Transactionstransactions contemplated hereby. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of the 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. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the 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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition HSR Act. Subject to the Confidentiality Agreement, the The parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Learning Entities or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) The Purchaser shall not take any action, or enter into any transaction transaction, or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), acquisition) that would might reasonably be expected to make it more difficult difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the Competition Act HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 completion consummation of the Transactionstransactions contemplated hereby, or (iviii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactionstransactions contemplated by this Agreement. (e) The Sellers shall, and shall cause their applicable Affiliates (other than the Learning Entities) to, provide all consents required pursuant to any agreements any such Persons may have with any of the Learning Entities in each case prior to connection with the Termination Dateexecution of this Agreement or the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of Dycom, the Purchaser and the Sellers shall use its reasonable best efforts to promptly obtain (or cause the Acquired Companies and the Subsidiaries to 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 Ancillary Agreements and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each On October 15, 2012, each party hereto agrees to make promptly filed its respective filing, if necessary, pursuant to Notification and Report Form required under the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof and to transactions contemplated by this 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 Competition HSR Act. Notwithstanding the foregoing, (x) this Agreement shall not obligate the Purchaser, Dycom or any of their Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser, Dycom or any of their Affiliates or of the assets, properties businesses to be acquired pursuant hereto 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, Dycom, and their Affiliates or those that the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term of Dycom are acquiring pursuant to this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 (y) no party hereto shall not be required to pay any fees, applicable Taxes fees or other payments to any Governmental Authorities in order to obtain any such authorization, notice to proceed, consent, order or approval including (other than normal filing fees that are imposed by Law on any made pursuant to of the Competition parties hereto). The Sellers, Dycom, 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 consummate the Forest Act (British Columbia) in connection transactions contemplated hereby, except with the Transactionsprior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Section 5.04 and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental AuthorityAuthority relating to such matters. None Neither of the parties 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 investigations, 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 (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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate shall, and cooperate fully with the shall cause their respective Affiliates to, provide each other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties 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 Transactionstransactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and its Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) The Sellers shall, or shall cause the Acquired Companies and the Subsidiaries to, give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates necessary or desirable in connection with the transactions contemplated by this Agreement. (d) The Purchaser shall not take cooperate and use all reasonable efforts to assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall have no obligation to give any actionguarantee or other consideration of any nature in connection with any such notice, consent or enter into estoppel certificate or to consent to any transaction or change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem materially adverse to effect the interests of the Purchaser, any transaction Acquired Company or Subsidiary or their Business. (including any merger or acquisition but not including transactions or agreements e) The Sellers and the Purchaser agree that, in the ordinary course of business)event that any consent, that would reasonably be expected approval or authorization necessary or desirable to make it more difficult to: (i) obtain the expiration preserve for any Acquired Company or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval Subsidiary or their Business any right or benefit under any applicable antitrustlease, competition or trade regulation lawlicense, (iii) avoid the entry ofcontract, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order commitment or other order that would prevent the completion of the Transactions, agreement or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case arrangement to which any Acquired Company or Subsidiary is a party is not obtained prior to the Termination DateClosing, the Sellers will, subsequent to the Closing, cooperate with the Purchaser or such Acquired Company or 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 Sellers shall use their reasonable efforts to provide the Purchaser or such Acquired Company or 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, such Acquired Company or Subsidiary, as the case may be, shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. 6.5.1 Each party hereto shall, as promptly as possible, (ai) The Purchaser shall make, or cause to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use its reasonable best efforts to promptly obtain all (or, in the case of the Sellers, cause the Company to obtain) 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, to this Agreement and the Ancillary Agreements and will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. 6.5.2 The Company shall give promptly such notice to third parties and use its best efforts to obtain such third party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof consents and to supply estoppel certificates as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionstransactions contemplated by this Agreement. (b) Without limiting 6.5.3 The Purchaser shall cooperate and assist the generality Company in giving such notices and obtaining such consents and estoppel certificates. 6.5.4 The Sellers and the Purchaser further agree that, if 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 Seller or the Company is a party is not obtained or received prior to the Closing Date, and subject to the agreement of the Purchaser’s undertaking pursuant Purchaser to Section 5.05(a), consummate the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or purchase of the assets, properties or businesses to be acquired by it Shares from the Sellers pursuant hereto, and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify despite the other parties failure of the Sellers to deliver any communication it such consent, approval or any of its Affiliates receives from any Governmental Authority relating authorization prior thereto, the Sellers shall, subsequent to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filingsClosing, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, the Sellers shall have no obligation to provide any guarantee, payment, or other parties in exchanging such information and providing such assistance as such other parties may reasonably request consideration of any nature in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Actobtaining such consent, approval or authorization. Subject to the Confidentiality AgreementIn such event, if such consent, approval or authorization cannot be obtained, the parties Sellers shall use their best efforts to this Agreement will provide the other parties Company with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, rights and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult 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 Competition Act applicable to term of such lease, license, contract or other agreement or arrangement, and, if the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry ofSellers provide such rights and benefits, 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders obligations and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Dateburdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Sellers and the Purchaser shall each use its their commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and Governmental Orders, exemptions, declarations or approvals of, or filings with or terminations or expirations of all waiting periods imposed by any Governmental Authorities and officials Authority that may be or become necessary for its respective execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Agreements, and will cooperate fully with the Seller each other in promptly seeking to obtain all such authorizations, consents, orders orders, exemptions and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Notwithstanding anything to the contrary, the Purchaser agrees to pay all fees associated with obtaining the authorizations, consents, orders, exemptions, declarations or approvals of, or filings with or terminations or expirations of waiting periods imposed by any Governmental Authority covered by clause (a) above. (c) Without limiting the generality of the Purchaser’s undertaking undertakings pursuant to Section 5.05(a5.04(a), the Sellers and the Purchaser agrees agree to use its commercially reasonable best efforts and 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 Governmental Authority United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the Transactions transactions contemplated hereby as promptly soon as practicable); provided that no Seller nor the Purchaser shall not be required to sell, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, divest or otherwise, the sale, divesture or disposition dispose of such of its assets, properties or businesses which are material to the Sellers or of the assetsPurchaser on a combined basis with the Business, properties or businesses to be acquired by it pursuant hereto, and the entry into such other arrangements taken as are required or advisable in order to avoid 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 Transactionsa whole. In addition, the Sellers and the Purchaser shall use its commercially reasonable best efforts to litigate or defend through litigation on the merits any claim (including, any administrative or judicial Action or proceeding) asserted in a tribunal or court by any party in order to challenge and to avoid entry of, or to have vacated or terminated, any decree, order Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (cd) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of To the parties extent reasonably possible, no party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Actperiods. Subject to the Confidentiality AgreementAgreement and applicable Law, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement (with any confidential information redacted therefrom, with a complete copy to Sellers’ external counsel). (de) Any confidential or proprietary information of the Purchaser required to be provided to the Sellers under this Section 5.04, and so provided, shall be treated by the Sellers as confidential in the same manner, and subject to the same terms and conditions, as applies under the Confidentiality Agreement to confidential information of the Sellers. (f) The parties to this Agreement will coordinate and cooperate fully with each other in obtaining the landlord’s consent to assignment of that certain Lease, dated September 12, 2008 (as amended or otherwise modified), between Intrawest ULC, as tenant, and Landing Holding Limited and Landing Properties Limited, as landlords (the “HQ Lease”), and the Purchaser shall not will take any actionthe steps required under the terms of the HQ Lease to satisfy the conditions to obtaining the landlord’s consent to assignment of the HQ Lease, including, without limitation, the Purchaser offering a creditworthy tenant as an assignee, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination offering a creditworthy guarantor of the waiting period under the Competition Act applicable to the purchase assignee, in satisfaction of Section 5.1 of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateHQ Lease.

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Seller and the Purchaser shall use its reasonable best efforts to obtain 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 and the other Party’s obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements (including securing the transfer, reissuance or procurement of the Transferred Registrations and will Transferred Permits effective as of the Closing Date. The Seller and the Purchaser shall cooperate fully with the Seller one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that the Seller shall not be required to pay any fees (other than its own attorneys’’ fees) or other payments to any such Governmental Authorities in order to obtain any such Consent. Further, the Seller shall reasonably consult with the Purchaser in connection with the Purchaser’s efforts to obtain replacement Registrations, permits, licenses, certifications and approvalsapprovals relating to the Business not included in the Transferred Registrations and Transferred Permits, provided that the Seller shall not be required to prepare any applications or other documentation, provide any legal advice or pay any fees or other amounts in connection with such activities. (b) Neither the Seller nor the Purchaser 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 Consents of any Governmental Authority contemplated by this Agreement and the Ancillary Agreements. Each party hereto agrees The Seller and the Purchaser each agree to make promptly its respective filingmake, or to cause to be made, if necessaryrequired, an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (in any event within ten (10) Business Days thereafter) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Seller and the Purchaser each agree to make, or to cause to be made, if required, (i) an appropriate pre-notification filing pursuant to the Competition Act (Law of the costs Federal Republic of which shall be payable by Germany and the Purchaser) Republic of Austria with respect to the Transactions within Twenty (20) Business Days of the date hereof and to supply transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (in any event within fifteen (15) Business Days thereafter), and (ii) an appropriate filing or notification pursuant to the appropriate Governmental Authorities Competition Law of the Federal Republic of Germany and the Republic of Austria with respect to the transactions contemplated by this Agreement as promptly as practicable after receipt of confirmation from the applicable Government Authority that such filing or notification is ready for submission (in any event within two (2) Business Days thereafter)), and to supply promptly any additional information and documentary material that may be requested pursuant to the Competition Act, Law of the Federal Republic of Germany and the Purchaser will promptly make all filings or notifications required under Republic of Austria. If any objections are asserted with respect to the ICA, if any. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing transactions contemplated hereby under any applicable antitrust, competition Competition Law or trade regulation law without the written consent of the other party. The Purchaser and Seller each agree that it will not enter into if any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any fees, applicable Taxes suit or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order proceeding is instituted or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 threatened by any Governmental Authority or any other private party so challenging any of the transactions contemplated hereby as violative of any Competition Law, each of the Purchaser and the Seller shall use its reasonable best efforts to promptly resolve such objections and the Purchaser shall, at its sole cost and expense, defend any such instituted suit or proceeding that seeks to restrict, prevent or prohibit the consummation of the transactions contemplated by this Agreement, in order to enable the parties hereto transactions contemplated by this Agreement and the Ancillary Agreements to expeditiously close the Transactions be consummated as promptly as practicable. In furtherance of the foregoing, the Purchaser shall, in such manner and with such terms and timing as the Purchaser shall determine in its reasonable discretion, but in any event in such manner as will allow the transactions contemplated hereby to be consummated as promptly as practicable and prior to the Outside Date, and shall cause its Affiliates to, take any and all action, including agreeing to hold separate, divest, or license any of the businesses or properties or assets of the Purchaser or any of its Affiliates (including any Purchased Assets), to terminate any existing relationships and contractual rights and obligations, and propose, offer or commit to alter their business or commercial practices in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate ordersway, or otherwiseotherwise propose, offer, take or commit to take any action that limits the Purchaser’s freedom of action with respect to, or the Purchaser’s ability to retain any of the Purchased Assets, the saleBusiness or any Business Product as may be required by (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law, divesture or disposition (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of such of its assetsany Competition Law, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entry into such other arrangements as are required or advisable in order to avoid the entry of, or to effect the dissolution dissolution, vacating, lifting, altering or reversal of, any injunctionorder, temporary restraining order decision, ruling, holding, or any other order in any suit or proceeding, which would otherwise have legal impediment that has the effect of materially delaying restricting, preventing or preventing prohibiting the consummation of the Transactionstransactions contemplated by this Agreement. In additionFurther, subject to the limitations set forth below, the Seller shall, in such manner and with such terms and timing as the Purchaser shall use determine in its reasonable best efforts discretion, but in any event in such manner as will allow the transactions contemplated hereby to defend through litigation on be consummated as promptly as practicable and prior to the merits Outside Date, and shall cause its Subsidiaries to, take any claim asserted and all action in respect of the Purchased Assets, including agreeing to hold separate, divest, or license any Purchased Assets, as may be required by (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law, or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any party Competition Law, in order to avoid the entry of, or to have vacated effect the dissolution, vacating, lifting, altering or terminatedreversal of, any decreeorder, order decision, ruling, holding, or judgment any other legal impediment that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that (whether temporaryi) the taking, preliminary or permanent) that would prevent the Closing commitment to take, any such action by the Termination DateSeller or any of its Subsidiaries is and shall be expressly conditioned upon, and shall be effective only upon, the consummation of the Closing. The fees for all necessary registrations, filings and submissions made pursuant to this Section 7.3 shall be the responsibility of the Purchaser. (c) Each party The Purchaser shall have the right to determine and direct the strategy and process by which the Parties shall obtain required Regulatory Consents and Competition Consents of all Governmental Authorities in sufficient time to achieve Closing by the Outside Date; provided, however, that the Purchaser will consult with and consider in good faith the views of the Seller in connection therewith and shall comply with its obligations under this Agreement to achieve all Competition Consents required as a condition in sufficient time to achieve Closing by the Outside Date. The Seller shall not, without the Purchaser’s prior written consent (which may be given, conditioned or withheld in the Purchaser’s sole discretion), propose, offer or commit to any action, including agreeing to hold separate or to divest any of the businesses or properties or assets of the Purchaser or any of its Affiliates (including any Purchased Assets) or to terminate any existing relationships and contractual rights and obligations, or propose, offer or commit to alter their business or commercial practices in any way, or otherwise propose, offer, take or commit to take any action that limits the Purchaser’s freedom of action with respect to, or the Purchaser’s ability to retain any of the Purchased Assets, the Business or any Business Product, or otherwise receive the full benefits of this Agreement. Each Party shall promptly notify the other parties Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party 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 to this Agreement Neither Party shall agree to participate in any meeting meeting, including any telephonic meeting, with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will Parties shall coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and any other applicable Competition ActLaws. Subject to the Confidentiality Agreement, the parties to this Agreement will Parties shall provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under except any applicable antitrustconfidential information or business secrets, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or which information shall be provided to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Datecounsel on a counsel-to-counsel basis only.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Boston Scientific and Abbott shall use its reasonable best efforts to 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 and officials 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 Ancillary Agreements consummation of the transactions contemplated by, this Agreement. Boston Scientific and Abbott will cooperate fully with the Seller one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither Boston Scientific nor Guidant shall be required to pay any fees or other 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). Each party hereto agrees 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 relating to make promptly its respective filingthe 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 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. Boston Scientific and Abbott each agree to make, or to cause to be made, (i) if necessaryrequired, an appropriate filing of a notification and report form pursuant to the Competition HSR Act and the EU Merger Regulation and (the costs of which shall be payable ii) any other filing or notification required by the Purchaser) any other applicable Law, in each case, with respect to the Transactions within Twenty (20) Business Days of the date hereof and to supply transactions contemplated by this Agreement 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 Competition Act, HSR Act and the Purchaser will promptly make all filings EU Merger Regulation or 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 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsLaw. (b) Without limiting the generality of the Purchaser’s ▇▇▇▇▇▇’▇ undertaking pursuant to Section 5.05(a5.04(a), the Purchaser agrees to use its Abbott shall, on a reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrusttimely basis consistent with Section 5.04(a): (i) propose, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicablenegotiate, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing commit to and effectingeffect, by consent decree, hold separate orders, orders or otherwise, the sale, divesture divestiture or disposition of the Carotid Stent Assets, ▇▇▇▇▇▇’▇ carotid stent assets or 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 proceeds of such sale (net of Taxes and the costs and expenses paid by Boston Scientific and any of its assets, properties or businesses or of the assets, properties or businesses Affiliates in connection with such sale) to be acquired by it pursuant heretoAbbott, and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser (z) Abbott shall use its reasonable best efforts to defend through litigation on effect the merits separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Boston Scientific or any claim asserted in court by any party in order other Person to avoid entry ofwhich the Carotid Stent Assets are divested. For all Tax purposes, or the parties agree to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanenttreat all remittances of proceeds pursuant to this Section 5.04(b)(y) that would prevent as adjustments to the Closing by the Termination DatePurchase Price. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties Neither party to this Agreement 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 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition ActHSR Act and the EU Merger Regulation. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) five Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 All filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) fees in connection with the Transactions.HSR act shall be paid by Purchaser. 37 (b) Without limiting the generality of the Purchaser’s undertaking pursuant The Seller shall give promptly such notices to Section 5.05(a), third parties and use reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser agrees to use may in its reasonable best efforts and 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 desirable in connection with the transactions contemplated by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole discretion may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide Purchaser or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Seller and the Purchaser shall not take any actionagree that, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business)event that any consent, that would reasonably be expected approval or authorization necessary or desirable to make it more difficult to: (i) obtain preserve for the expiration Business any right or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrustlease, competition or trade regulation lawlicense, (iii) avoid the entry ofcontract, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order commitment or other order that would prevent agreement or arrangement to which the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Seller is a party is not obtained prior to the Termination DateClosing, 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.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Seller will use its reasonable best efforts to 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 Ancillary Agreements other Documents and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant The Seller shall give promptly such notices to Section 5.05(a), third parties and use its best efforts to obtain such third party consents and estoppel certificates as the Purchaser agrees to use may in its reasonable best efforts and to take any and all steps 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and desirable in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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 connection with the consummation of the Transactionstransactions contemplated by this Agreement and the other Documents, including, without limitation, all Consents to the transfer of the Contracts listed in Schedule 4.5(c)(i) and all consents required to transfer to the Purchaser all of the Licensed Intellectual Property. In additionThe Purchaser shall 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 use 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 Contract which the Purchaser in its reasonable best efforts discretion may deem adverse to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, interests of the Purchaser or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 best efforts to obtain the consent of the other parties of to any communication it such Purchased Asset or any of its Affiliates receives from claim or right or any Governmental Authority relating benefit arising thereunder for the assignment thereof to the matters that are Purchaser as the subject of this Agreement and permit Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the other party to review in advance any proposed communication by such party to any Governmental Authority. None rights of the parties 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 this Agreement shall agree 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 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. Subject obligations of any Purchased Asset have not been provided to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject Purchaser by alternative arrangements satisfactory to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement Purchaser and the Transactions. (d) The Purchaser shall not take any actionSeller, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith an adjustment in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DatePurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each party hereto shall use its all commercially reasonable best efforts to 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 Ancillary Agreements and each such party will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Seller Parties shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as MPT may in its sole and absolute discretion deem necessary or desirable in connection with the generality transactions contemplated by this Agreement, including, without limitation, all third party consents that are necessary or desirable in connection with the transfer of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination DateAssumed Contracts. (c) Each party The Purchaser Parties shall cooperate and use commercially reasonable efforts to this Agreement assist the Seller Parties in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser Parties shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 the Competition Act. Subject Assumed Contract which MPT in its sole and absolute discretion may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsPurchaser Parties. (d) The Purchaser Anything in this Agreement to the contrary notwithstanding, this Agreement shall not take any action, or enter into any transaction or any constitute an agreement to effect assign any transaction (including Assumed Contract listed on Schedule 7.7(d) if an attempted assignment thereof, without the consent of the other party thereto, would constitute a breach or other contravention thereof, noncompliance by any merger Seller Party or acquisition but not including transactions its affiliates thereunder or agreements in any way adversely affect the rights of any Purchaser Party thereunder. The Seller Parties and the Purchaser Parties agree that, in the ordinary course of business)event any consent, that would reasonably be expected approval or authorization necessary or desirable to make it more difficult to: (i) obtain preserve for the expiration Purchaser Parties any right or termination of the waiting period benefit under the Competition Act applicable any such Assumed Contract is not obtained prior to the purchase 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 Assumed Contract for the Purchased Assets contemplated by term of such Assumed Contract, and, if the Seller Parties provide such rights and benefits, the Purchaser Parties shall assume the obligations and burdens thereunder in accordance with this Agreement, (ii) obtain the approval under any applicable antitrustincluding, competition or trade regulation lawsubcontracting, (iii) avoid the entry of, the commencement of litigation seeking the entry ofsublicensing, or subleasing to effect the dissolution ofPurchaser Parties, or under which the Seller Parties would enforce for the benefit of the Purchaser Parties, with the Purchaser Parties assuming the applicable Seller Party's obligations, any injunction, temporary restraining order or other order that would prevent the completion and all rights of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Dateapplicable Seller Party against a third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser and the Seller each shall use its commercially reasonable best efforts to 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 Ancillary Agreements and Agreements. Each party hereto will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Neither party hereto agrees to make promptly its respective filingwill take any action that would have the effect of delaying, if necessary, pursuant to impairing or impeding the Competition Act (the costs receipt of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapprovals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Except as provided in Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition5.06, the Purchaser shall give promptly such notices to third parties and use its reasonable best efforts to defend through litigation on obtain such third party consents and estoppel certificates in connection with the merits any claim asserted in court transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Seller shall cooperate and use all reasonable efforts to this Agreement shall promptly notify assist the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement Purchaser in giving such notices and permit the other party to review in advance any proposed communication by obtaining such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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 consents and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsestoppel 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 not take any actionassume the obligations and burdens thereunder, or enter into any transaction or any agreement to effect any transaction including, reimbursing the Seller for payments made by the Seller on behalf of the Purchaser. (including any merger or acquisition but not including transactions or agreements in the ordinary course e) In furtherance of businessSection 5.03(d), that would reasonably be expected to make it more difficult tounless otherwise directed by the Purchaser in writing, the Seller will: (i) obtain 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 or termination of the waiting period under the Competition Act applicable to the purchase remaining term of the Purchased Assets contemplated by this Agreementa Client Arrangement, (ii) obtain the approval under any applicable antitrustassignment or transfer of a Client Arrangement by the Seller to the Purchaser, competition or trade regulation law, (iii) avoid the entry ofentering into of an alternative arrangement between the Purchaser and the Client with respect to such Client Arrangement, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior Seller shall have no further obligation to the Termination DatePurchaser to obtain any consents from such Client.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders orders, and approvals of all Governmental Authorities and officials that are set forth in Exhibit F or 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 and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Actorders, and the approvals (including by giving Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser a reasonable opportunity to review and comment on any request by Seller each agree that, during the term of this Agreement, it will not withdraw its filing under for any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any such authorization, notice to proceed, consent, order order, or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapproval). (b) Without limiting the generality of the Purchaser’s undertaking pursuant Seller shall give promptly such notices to Section 5.05(a), the Purchaser agrees to third-parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation obtain the third-party consents and approvals set forth in Exhibit F and such other third-party consents and approvals as Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, and shall give Purchaser a reasonable opportunity to review and comment on the merits any claim asserted in court request by Seller for any party in order to avoid entry ofsuch notice, consent, or approval. Seller cannot guaranty that all consents and approvals will be obtained, but will use its best efforts to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Dateobtain such consents. (c) Each party Purchaser shall reasonably cooperate with Seller in giving such notices and obtaining such consents and approvals; provided, however, that Purchaser shall have no obligation to this Agreement shall promptly notify the give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 the Competition Act. Subject agreement or arrangement which Purchaser in its sole discretion may deem adverse to the Confidentiality Agreement, interests of Purchaser or the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Without limitation to Purchaser’s rights under Section 7.02, Seller and Purchaser shall not take agree that, in the event that any actionconsent, approval, or enter into authorization necessary or desirable to preserve for the Business any transaction right or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or Contract to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case which Seller is a party is not obtained prior to the Termination DateClosing, 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, at its expense, shall use its best efforts to provide Purchaser with the rights and benefits of the affected Contract for the term of such Contract, and, if Seller provides such rights and benefits, Purchaser, as the case may be, shall assume the obligations and burdens thereunder (but not in excess of the obligations and burdens that Purchaser would have incurred (without modification to the terms of the relevant Contract) if the consent, approval, or authorization had been obtained).

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its all commercially reasonable best efforts to promptly obtain (or cause the Company to obtain, or assist PCAAH or the Subsidiaries in obtaining) 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Seller shall, shall cause the generality of Company, or shall assist PCAAH or the Purchaser’s undertaking pursuant Subsidiaries, to Section 5.05(a), give promptly such notices to third parties and use all commercially reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser agrees to use may in its reasonable best efforts and 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 desirable in connection with the transactions contemplated by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all commercially reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser reasonably may deem adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company, PCAAH or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsSubsidiaries. (d) The Seller and the Purchaser shall not take any actionagree that, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business)event that any consent, that would reasonably be expected approval or authorization necessary or desirable to make it more difficult to: (i) obtain preserve for the expiration Company any right or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrustlease, competition or trade regulation lawlicense, (iii) avoid the entry ofcontract, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order commitment or other order that would prevent agreement or arrangement to which the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Company is a party is not obtained prior to the Termination DateClosing, 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 use all of its commercially reasonable efforts to provide the Purchaser or the Company, 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 shall assume the obligations and burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Subject to complying with their obligations under Article VI, the Purchaser and the Seller shall use its their respective reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) five Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant The Seller shall promptly give such notices to Section 5.05(a), the Purchaser agrees 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 Disclosure Schedule. (c) The Purchaser shall cooperate and use all reasonable efforts to take 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 consideration (other than the Purchaser's assumption of the Assumed Contracts) 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 deem adverse to the interests of the Purchaser or the Purchased Business. (d) The Seller and all steps the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to avoid preserve for the Purchased Business any right or eliminate each and every impediment benefit under any antitrustlease, competition license, contract, commitment or trade regulation Law that may be asserted by any Governmental Authority other agreement or arrangement (as it relates to the Purchased Business) to which the Seller or any other of its Affiliates is a party so as is not obtained prior to enable the parties hereto Closing, the Seller will, subsequent to expeditiously close the Transactions Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, approval or otherwiseauthorization cannot be obtained, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser Seller shall use its reasonable best efforts to defend through litigation on provide the merits any 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 Purchaser with the Closing by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement rights and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None benefits of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filingsaffected lease, investigation license, contract, commitment or other inquiry unless it consults with agreement or arrangement for the term of such lease, license, contract or 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. Subject to the Confidentiality Agreementbenefits, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in assume the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders obligations and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Dateburdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Parent and Buyer shall (and each shall cause it respective Affiliates to) use its commercially reasonable best efforts 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 Ancillary Agreements consummation of the transactions contemplated by, this Agreement. Parent and Buyer will cooperate fully with the Seller one another in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees 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 or Parent with any applicable Governmental Authority in order to make promptly its respective filingobtain such authorization, if necessaryconsent, 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. Parent and Buyer each agree to make, or to cause to be made, (i) an appropriate filing of a notification and report form pursuant to the Competition 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 (the costs of which shall be payable ii) any other filing or notification required by the Purchaser) any other applicable Law, in each case, with respect to the Transactions within Twenty (20) Business Days of the date hereof and to supply transactions contemplated by this Agreement 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 Competition Act, HSR Act and the Purchaser will promptly make all filings antitrust Laws of any other relevant jurisdiction or notifications required under any other applicable Law. Notwithstanding anything to the ICA, if any. The Purchaser and Seller each agree that, during the term of contrary contained in this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval Agreement (including any made pursuant to the Competition Act or the Forest Act (British Columbia) this Section 5.03(a)), in connection with any filing or submission or action to be taken by either Parent or Buyer to effect the Transactionstransactions 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 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 each 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 Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties party of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties Neither party to this Agreement 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 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition ActHSR Act and the antitrust Laws of any other relevant jurisdiction. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this 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 ISRA with regard to the transfer of the Owned Business Real Property to Buyer, and to use commercially reasonable efforts to either: (i) file all necessary documentation (e.g., General Information Notice and Preliminary Assessment Report) and to obtain from the New Jersey Department of Environmental Protection ("NJDEP") prior to Closing, with respect to the Owned 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) The Purchaser shall It is recognized by the parties hereto that certain 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 take any action, be transferred or enter into any transaction or any agreement reissued to effect any transaction (including any merger or acquisition but not including transactions or agreements and in the ordinary course name of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case Buyer prior to the Termination 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 in furtherance of such, Parent and Buyer agree to make written requests for transfer or reissuance of such Environmental Permits, including, without limitation, operating permits and plant establishment numbers, to the appropriate Governmental Authorities prior to the Closing Date, in accordance with all Environmental Laws or requirements of such Governmental Authorities. Until the effective date of the 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 Environmental Laws or by the appropriate Governmental Authority, Parent hereby grants permission to Buyer to use such Environmental Permits to carry out the Businesses and own and operate the Real Property. The parties hereto acknowledge that Parent and/or the Sellers will retain the Environmental Permits listed in Section 3.05 of the Seller Disclosure Schedule (Item 5(c).

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of Purchaser and Seller shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be are necessary or become necessary advisable for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby, and will cooperate fully with the Seller each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to As soon as practicable, but in no event later than ten (10) Business Days after the date of this Agreement, Purchaser and Seller shall make promptly its respective filing, if necessary, any required filings with the Federal Trade Commission and the United States Department of Justice pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty transactions contemplated hereby (20) Business Days including a request for early termination of the date hereof waiting period thereunder), and shall thereafter promptly respond to supply as promptly as practicable to the appropriate Governmental Authorities any all requests received from such agencies for additional information or documentation and documentary material that may be requested pursuant to the Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on promptly cause the merits expiration or termination of the waiting period under the HSR Act. (b) Purchaser and Seller each shall oppose any claim asserted in court by petitions to deny or other objections filed with respect to the FCC Applications, the Divestiture Application or any party in order of them, to avoid entry ofthe extent such petition or objection relates to such party. Neither Purchaser nor Seller shall take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have vacated the effect of materially delaying receipt of the FCC Consent or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent grant of the Closing by the Termination DateDivestiture Application. (c) Each party to this Agreement shall shall, except as prohibited by Law, promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless unless, to the extent permitted by Law, 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. Subject to the Confidentiality Agreement, the The parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition ActGovernment Consents. Subject to the Confidentiality AgreementExcept as prohibited by Law, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated hereby. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its commercially reasonable best efforts to promptly obtain (or cause the Acquired Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials Regulatory Approvals that may be or become necessary or advisable for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Agreements, including, without limitation, all Seller Approvals and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof approvals and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information all Purchaser Approvals and documentary material that may be requested pursuant to the Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsTelecom Approvals. (b) Without limiting The Seller shall or shall cause the generality of the Purchaser’s undertaking pursuant Acquired Subsidiaries to Section 5.05(a), the Purchaser agrees give promptly such notices to third parties and use its or their commercially reasonable best efforts to obtain the third party consents and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and estoppel certificates set forth in any event, no later than April 30, 2008 Schedule 5.06(b) (the “Termination Date”"Required Contractual Consents"), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement The Purchaser shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with Seller and the other parties Acquired Subsidiaries and use its commercially reasonable efforts to assist the Seller in exchanging giving such information notices and obtaining such Required Contractual Consents which may include providing such assistance as such other parties may reasonably request guarantees in connection with substitution for guarantees previously provided by Seller or an Excluded Subsidiary; provided, however, that the foregoing and Purchaser shall have no obligation to consent to any change in seeking early termination the terms of any applicable waiting periods including under agreement or arrangement which the Competition Act. Subject Purchaser in its reasonable discretion may deem materially adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them Acquired Assets or any of their 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 TransactionsAcquired Subsidiary. (d) The Purchaser shall not take any actionuse its commercially reasonable efforts to obtain all Purchaser Approvals by January 15, or enter into any transaction or any agreement 2003 and will cooperate fully with the Seller and the Acquired Subsidiaries and use its commercially reasonable efforts to effect any transaction (including any merger or acquisition but not including transactions or agreements in assist the ordinary course of business), that would reasonably be expected Seller and the Acquired Subsidiaries to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateSeller Approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Classic and the Company shall use its reasonable best efforts to 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 respective obligations pursuant to, this Agreement, the Liquidation and Indemnification Agreement, the Note Purchase Agreement and the Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party of the parties hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) five Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting Each of Classic and the generality of the Purchaser’s undertaking pursuant Company shall give promptly such notices to Section 5.05(a), the Purchaser agrees to third parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits any claim asserted Purchaser may in court its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by any this Agreement, the Liquidation and Indemnification Agreement, the Note Purchase Agreement and the Ancillary Agreements, including, without limitation, all third party consents that are necessary or desirable 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 connection with the Closing by transfer of the Termination DateMaterial Contracts. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist Classic and the Company in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole and absolute discretion may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide Purchaser or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser shall not take Neither Classic nor the Company knows of any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in reason why all the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactionstransactions contemplated hereby will not be received. (e) The Company, Classic and the Purchaser agree that, in each case the event any consent, approval or authorization necessary or desirable to preserve for the Business or the Purchaser any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or Classic is a party is not obtained prior to the Termination DateClosing, the Company or Classic, as appropriate, 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 Company or Classic, as appropriate, shall use its 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, regardless of whether Company or Classic, as appropriate, provides such rights and benefits, the Purchaser shall assume the obligations and burdens thereunder; provided, however, that the agreements of Classic and the Company in this Section 6.04 shall not give the Purchaser the right to prevent Classic from proceeding to wind-up and effect a liquidating distribution.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Upon the terms and subject to the conditions hereof, each of the Parent and the Company shall use its reasonable best efforts to promptly obtain (i) take, or cause to be taken, all authorizationsappropriate action and do, consentsor cause to be done, orders and approvals of all Governmental Authorities and officials that may be things necessary, proper or become necessary for its execution and delivery of, and desirable under applicable Law or otherwise to consummate the performance of its obligations pursuant to, transactions contemplated by this Agreement and the Ancillary Agreements Escrow Agreement, (ii) obtain from Governmental Authorities and will cooperate fully third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the Seller in promptly seeking to obtain authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement (iii) expeditiously make all such authorizationsnecessary or desirable filings, consentsand thereafter make any other required or advisable submissions, orders and approvals. Each party hereto agrees to make promptly its respective filingrequired under, if necessaryor relating to, pursuant to the HSR Act, the Investment Canada Act, the Competition Act (the costs of which shall be payable by the PurchaserCanada) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition FT Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsTransactions contemplated by this Agreement and the Escrow Agreement and (iv) keep confidential all notices, applications, information and related confidential documentation in relation to any filings made for the purpose of the transactions contemplated by this Agreement and the Escrow Agreement. The Parent and the Company shall cooperate with each other in connection with the making of all such filings, including by providing, as appropriate, copies of all such documents to the non-filing party or its advisors prior to filing, except for information that Parent or the Purchaser, acting reasonably, considers confidential or competitively sensitive and if requested, by accepting all reasonable changes suggested in connection with such filings. (db) The Purchaser Parent and the Company shall not take file as soon as practicable after the date of this Agreement all required or advisable filings and notifications, under or relating to, the HSR Act, the Investment Canada Act, the Competition Act (Canada) and the FT Act and shall promptly respond as advisable to all inquiries or requests received from a Governmental Authority in relation to such filings or notices for additional information or documentation. (c) The Company and Parent shall use their respective reasonable efforts to obtain any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: third party consents (i) obtain necessary, proper or advisable to consummate the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, (ii) obtain required to be disclosed in the approval under any applicable antitrust, competition Disclosure Schedule or trade regulation law, (iii) avoid required to prevent a Company Material Adverse Effect from occurring prior to the entry ofClosing Date. (d) From the date hereof until the Closing Date, each of the commencement Company and the Purchaser shall promptly notify the other Party in writing of litigation seeking any pending or, to the entry ofknowledge of such notifying Party, or to effect the dissolution ofthreatened action, any injunctionsuit, temporary restraining order arbitration or other order that would prevent proceeding or investigation by any Governmental Authority or any person (i) challenging or seeking material damages in connection with the completion of the Transactions, transactions contemplated by this Agreement or (ivii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the seeking to restrain or prohibit consummation of the Transactions, in each case prior transactions contemplated by this Agreement or otherwise limit the right of Parent or its Affiliates to own or operate all or any portion of the Termination Datebusinesses or assets of the Company or the Company Subsidiaries.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller and the Parent each shall use its reasonable best efforts to promptly obtain (or cause the Company and the Subsidiaries to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable after, but in any event within Twenty (20) ten Business Days of of, the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Seller and the generality of Parent each shall or shall cause the Purchaser’s undertaking pursuant Company and the Subsidiaries to Section 5.05(a), the Purchaser agrees give promptly such notices to third parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable their best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits any claim asserted Purchaser may in court its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller and the Parent in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole and absolute discretion may deem adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company, any Subsidiary or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in Neither the ordinary course Seller nor the Parent knows of business), that would reasonably be expected to make it more difficult to: (i) obtain no reason why all the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactionstransactions contemplated hereby will not be received. (e) The Seller, the Parent and the Purchaser agree that, in each case 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 Seller, the Company or any Subsidiary is a party is not obtained prior to the Termination DateClosing, the Seller and the Parent each 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 and the Parent each shall use its 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 Seller or the Parent provides such rights and benefits, the Company or such Subsidiary, as the case may be, shall assume the obligations and burdens thereunder. (f) The Seller and the Parent shall cause the Company and the Subsidiaries to be released from all guarantees of the obligations of the Seller, the Parent and the Affiliates of either.

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Purchaser and the Seller shall use its reasonable best efforts to 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 Ancillary Agreements to which it is a party and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) transactions contemplated by this Agreement but in no event more than 10 Business Days of the date hereof 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Notwithstanding Section 5.04(a), nothing in this Agreement shall: (i) require the Purchaser to defend against any litigation brought by any Governmental Authority seeking to prevent the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) require any party to waive or exercise any right hereunder which is waivable or exercisable in the sole discretion of such party; or (iii) require the Purchaser, any of its Affiliates or any of the Companies to divest or hold separate, or otherwise take or commit to take any action that limits the Purchaser’s or any of the Companies’ freedom of action with respect to, or their ability to retain, the Companies or any material portions thereof or any of the businesses, product lines, properties or assets of the Companies, in connection with the receipt of any necessary approvals under the HSR Act. Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a5.04(a), between the date of this Agreement and the Closing, the Purchaser agrees and its Affiliates shall not acquire or enter into an agreement to use its reasonable best efforts and to take acquire assets, properties or businesses, that would, or would reasonably be likely to, result in a material delay in, or prevent the consummation of, or result in the imposition of conditions by any and all steps necessary to avoid or eliminate each and every impediment Governmental Authority for the consummation of, the transactions contemplated hereby under any antitrust, competition competition, trade-regulation or trade regulation other Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Dateparty. (c) Each For purposes of facilitating the performance of each party’s obligations under this Section 5.04, the Purchaser and the Seller shall permit each other to review in advance any proposed communication by such party to any Governmental Authority relating to the subject matter of this Agreement and shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritymatters. None For purposes of the parties facilitating the performance of each party’s obligations under this Section 5.04, neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality AgreementAgreement and applicable Laws relating to the sharing of information, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition HSR Act. Subject to the Confidentiality AgreementAgreement and applicable Laws relating to the sharing of information, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of. Notwithstanding this Section 5.04(c), the commencement of litigation seeking Purchaser shall be under no obligation to disclose or deliver to the entry of, or to effect the dissolution of, Seller any injunction, temporary restraining order or other order that would prevent the completion confidential analyses of the Transactions, transactions contemplated hereby prepared by or (iv) obtain all authorizations, consents, orders and approvals on behalf of Governmental Authorities necessary the Purchaser for the consummation purpose of evaluating such transactions or legally privileged materials, including, without limitation, materials that constitute “4(c) documents” under the Transactions, in each case prior to the Termination DateHSR Act.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser parties hereto shall cooperate with each other and use its their reasonable best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, to comply with applicable Law or to comply with the terms and provisions of applicable agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. The Seller shall use reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities borrowers, co-lenders, licensors, participants, landlords, mezzanine lenders and officials other third parties that may be or become are necessary for its execution and delivery of, and the performance of its obligations pursuant to, to Section 2.01 of this Agreement as promptly as possible after the date hereof (collectively, such authorizations, consents, orders and approvals referred to herein as the “Required Consents”) and the Ancillary Agreements and will Purchaser shall use all reasonable efforts to cooperate fully with the Seller and use all reasonable efforts in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees ; provided, however, that neither the Seller nor the Purchaser shall have any obligation to make promptly 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 Seller or the Purchaser, as applicable, in its respective filing, if necessary, pursuant sole discretion may deem adverse to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 partyinterests. The Seller shall not be required use reasonable best efforts to pay obtain releases from borrowers and other third parties that are necessary to relieve the Seller from any fees, applicable Taxes or other payments obligation to extend funds to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order such borrower or approval including any made third parties from and after the Closing Date pursuant to any Assumed Liabilities, including without limitation pursuant to any Loan Documents (the Competition Act or “Releases”) and the Forest Act Purchaser shall use reasonable best efforts (British Columbiaat no cost to the Purchaser) in connection to cooperate with the TransactionsSeller in obtaining the Releases. The Seller will, if requested by any third-party from whom the Seller is seeking a Release, confirm to such third-party that the Seller is not released from any Excluded Liabilities. (b) Without limiting Subject to the generality terms and conditions of this Agreement, in the event that, with respect to any Loan, the related Loan Documents do not permit, or contain an unsatisfied condition or requirement for, the assignment thereof to the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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, Seller and the entry into such other arrangements as are required or advisable in order to avoid the entry ofPurchaser shall, 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. In addition, the Purchaser shall use its if after using reasonable best efforts to defend through litigation on satisfy the merits relevant condition or requirement, the Seller is unable to satisfy such condition or requirement and if the Purchaser shall, in its reasonable discretion, consent both to the entering into of such substitute arrangement and to the documents with respect thereto, enter into substitute arrangements, with respect to such Loan as reasonably necessary to effectuate the intent and purposes of this Agreement, including, without limitation, by the Seller granting, and, with respect to Assumed Liabilities only, the Purchaser assuming all obligations with respect to, a participation interest in any claim asserted such Loan, it being expressly understood that in court by any party in order to avoid entry of, or no event shall the Purchaser be deemed to have vacated or terminated, agreed to do any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent of the Closing by foregoing except to the Termination Dateextent consistent with Section 6.02(d). (c) Each The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Purchaser any right or benefit under any Transferred IP Agreement or Transferred Lease Agreement to which the Seller is a party is not or cannot be obtained at or prior to this the Closing, such Transferred IP Agreement or Transferred Lease will not be assigned at the Closing and 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 is not or cannot be obtained, the Seller shall promptly notify use all reasonable best efforts to take all steps necessary 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 (including, (i) enforcing at the request and direction of the Purchaser, and for the account of the Purchaser (or its Affiliates), any rights of the Seller or its Affiliates arising from the applicable lease, license, contract, commitment or other agreement or arrangement and (ii) immediately forwarding to the Purchaser, and informing the Purchaser of, any and all correspondence and communications it receives from the other parties to any applicable contract), and, if the Seller provides such rights and benefits, the Purchaser, as the case may be, shall assume the applicable obligations and burdens thereunder. This Section 5.04 shall not release the Seller from the consequences of any communication it breach of its representations and warranties under this Agreement. The payment to third parties of all fees and costs (not including any Seller or Purchaser legal fees or expenses) for any consent, approval, authorization or license necessary or desirable to preserve for the Purchaser any right or benefit under any Transferred IP Agreement to which the Seller or any of its Affiliates receives from any Governmental Authority relating is a party or to provide the Purchaser with the rights and benefits of such license, contract or other agreement or arrangement shall be allocated pursuant to the matters that are the subject of this Agreement and permit the other party to review procedures set forth in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsSection 5.17. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser 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 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 Acquiror Ancillary Agreements and will Agreements; (ii) cooperate fully with Seller and the Seller 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 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 Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof transactions contemplated by 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 Competition HSR Act. Each party hereto agrees to, and the Purchaser will promptly shall cause its respective Affiliates to, make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any no event, no later than April 30five (5) Business Days following the date hereof, 2008 (the “Termination Date”)its respective filings and notifications, including proposingif any, negotiatingunder any other applicable antitrust, committing to and effecting, by consent decree, hold separate orderscompetition, or otherwisetrade 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, the salecompetition, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant heretotrade regulation Applicable Law. Acquiror shall, and the entry into such shall cause its Affiliates to, pay all fees or make other arrangements as are payments required or advisable by Applicable Law to any Governmental Authority in order to avoid the entry ofobtain any such authorizations, consents, orders 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Dateapprovals. (cb) Each party to this Agreement shall promptly notify the other parties 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 party to review in advance any proposed communication by such party to any Governmental Authority. None Neither of the parties 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), 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. Subject to the Confidentiality AgreementEach party hereto shall, the parties to this Agreement will and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties party hereto in exchanging such information and providing such assistance as such the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition HSR Act. Subject to the Confidentiality Agreement, the The parties to this Agreement will shall, and shall cause their respective Affiliates and their respective Representatives to, provide the each other parties with copies of all correspondence, filings or communications between them or any of their representativesrespective 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. transactions contemplated by this Agreement and incorporate the other parties’ reasonable comments thereon; provided, however, that materials may be redacted (di) The Purchaser to remove references concerning the valuation of the Company Group; (ii) as necessary to comply with contractual arrangements or Applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. No party to this Agreement shall not take extend any actionwaiting 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 transaction agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto. (c) 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 but not including transactions or agreements in the ordinary course of business), acquisition) that would might reasonably be expected to make it more difficult to: difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the Competition Act HSR Act, or any other applicable antitrust, competition, or trade regulation Applicable Law, applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, ; (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 completion consummation of the Transactions, transactions contemplated by this Agreement; or (iviii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactionstransactions 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 prior 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 Termination Dateworks council cooperation offered by Acquiror to Seller as described in the immediately preceding sentence.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of the parties hereto shall promptly make any and all filings which they are required to make under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), for the sale of the Shares, the Warrants, the ------- Warrant Shares, the PBV Units and the LDIG Purchase Shares and agrees to furnish the other parties hereto with such necessary information and reasonable assistance as such party may reasonably request in connection with the preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice --- (the "Antitrust Division"), including any filings or notices necessary under the ------------------ HSR Act. Any such actions with respect to the exercise of the Option shall be taken by the Company at such times as Liberty Digital reasonably shall so request. Each of the parties hereto shall, at its own expense, use all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any governmental authority pertaining to it with respect to the sale of the Shares, the Warrants, the Warrant Shares, the PBV Units and the LDIG Purchase Shares and shall keep the other parties hereto fully apprised of its actions with respect thereto. (b) Each of the parties hereto shall use its their commercially reasonable best efforts to promptly give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities governmental authorities and officials other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, the Warrant Agreement, the Option and the Ancillary Agreements applicable Registration Rights Agreement and will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Notwithstanding the foregoing, no party hereto agrees to make promptly nor any of its respective filing, if necessary, pursuant to the Competition Act (the costs of which Affiliates shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay dispose of any feesassets, applicable Taxes or other payments agree to any Governmental Authorities in order material limitations on any of its operations, as a condition to obtain obtaining any such authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsapproval. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Purchasers and the Seller agree to use its their commercially reasonable best efforts to 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 set forth on Section 5.04 of the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Disclosure Schedule and will cooperate fully with the Seller each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each In furtherance of the foregoing, each party hereto agrees to make promptly its respective filing, if necessary, filing pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable and, in any event, within Twenty (20) three Business Days after the execution of the date hereof 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None Authority (other than any confidential business information of such party included in a filing that is not required to be agreed upon by the Purchasers and the Seller for purposes of the parties to this Agreement submission thereof). Each party shall agree have the right to participate in any meeting with any Governmental Authority in respect relating to the matters that are the subject of any filings, investigation or other inquiry unless it consults this Agreement with the other parties in advance and, party’s prior consent (which consent shall not be unreasonably withheld) and to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement Each party will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement (other than any confidential business information of such party included in a filing that is not required to be agreed upon by the Purchasers and the Seller for purposes of the submission thereof), such correspondence, filings and communications to be subject to the Confidentiality Agreement. (dc) The Purchaser Each of the Purchasers and the Seller shall not use commercially reasonable best efforts to take any action, or enter into any transaction or any agreement such action as may be required to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain cause the expiration or termination of the waiting period under the Competition HSR Act applicable with respect to the purchase transactions contemplated hereby as promptly as reasonably practicable after their respective filings under the HSR Act. Each of the Purchased Assets Purchasers and the Seller shall use commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementAgreement under the HSR Act. (d) Notwithstanding anything to the contrary contained in this Agreement (including Section 5.04(a)-(c)), neither the Seller (with respect to itself or the Companies, the Company Subsidiaries or the Business) nor the Purchasers or any of their Affiliates shall be obligated to: (i) institute any Action, (ii) obtain agree to the approval under imposition of limitations on the ability of either Purchaser or any applicable antitrustAffiliate of the Purchasers to hold, competition or trade regulation lawexercise full rights of ownership of, the Shares, the Business, the Companies and the Company Subsidiaries, (iii) avoid agree to prohibit either Purchaser or any of their Affiliates from effectively controlling in any respect the entry of, the commencement of litigation seeking the entry of, Business or to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion operations of the TransactionsCompanies and the Company Subsidiaries, or (iv) obtain all authorizationsagree to any consent decree, consentsdivestiture, orders hold separate order or comparable arrangement, or any sale, transfer, license, divestiture or other disposition of any assets of either Purchaser, the Companies or the Company Subsidiaries or any of their respective Affiliates, or any limitation on either Purchaser’s acquisition, ownership, operation, effective control or exercise of full rights of ownership, or the termination or amendment of any existing relationships and approvals contractual rights or (v) agree or commit to any other limitation or restriction with respect to the Companies, the Company Subsidiaries, the Business or the Purchasers or their Affiliates or any of Governmental Authorities necessary for their respective businesses or operations. In the event that the Purchasers grant such written consent, the Seller shall cause the Companies to agree to the matters as directed by the Purchasers (which agreement may be conditioned upon the consummation of the Transactions, in each case prior to the Termination DateClosing).

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Purchaser and Deutsche Bank shall, and Deutsche Bank shall cause each of the Sellers to (i) use its reasonable best efforts to obtain promptly the Required Regulatory Approvals and (ii) use its reasonable best efforts to obtain promptly all other authorizations, consents, orders and approvals of all federal, state and local Governmental Authorities and officials 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all (such authorizations, consents, orders and approvals, “Governmental Approvals”). Each party hereto agrees Deutsche Bank shall, and shall cause the Sellers and the DB Entities to, and the Purchaser shall, cooperate in promptly seeking to make obtain the Required Regulatory Approvals and the Governmental Approvals. (b) Neither Deutsche Bank nor the Purchaser shall take any action that would have the effect of delaying, impairing or impeding the receipt of any Required Regulatory Approvals or Governmental Approvals. Deutsche Bank and the Purchaser agree to make, or to cause to be made, all appropriate filings of notifications and reports required to obtain the Required Regulatory Approvals and the Governmental Approvals promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of after the date hereof 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 by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any such filings. Except as would reasonably be expected to have (i) a Material Adverse Effect or (ii) a material adverse effect on the Competition Actbusiness, results of operations or financial condition of the Purchaser (which for this purpose the Parties agree would include, without limitation, any requirement (A) that the Purchaser or its Affiliates commit to provide an excessive amount of capital or (B) that would require the Purchaser, its Affiliates, Deutsche Bank, the Sellers and the Purchaser will promptly DB Entities to make all filings or notifications required under commit to make divestitures or take or commit to take such other actions the ICA, if any. The combined effect of which on the Purchaser and Seller each agree thatits Affiliates and the Business would have or would reasonably be expected to have a material adverse effect when measured against the business, during the term results of this Agreement, it will not withdraw its filing under any applicable antitrust, competition operations or trade regulation law without the written consent financial condition of the other party. The Purchaser and Seller each agree that it will not enter into Business) (any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any feessuch effect, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(aa “Materially Burdensome Effect”), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority in connection with the Required Regulatory Approvals and to use its reasonable best efforts to avoid or eliminate each and every impediment under any other party Law that may be asserted by any Governmental Authority in connection with the Governmental Approvals, in each case so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”)transactions contemplated by this Agreement, including proposing, negotiating, committing to and or effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture sale or disposition of such of its the assets, properties categories of assets or businesses of the Purchaser, or of the assets, properties or businesses to be acquired by it the Purchaser pursuant heretoto this Agreement, and the entry into or making such other arrangements commitments, as are required or advisable in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which that would otherwise have the effect of materially delaying or preventing the consummation of the Transactionstransactions contemplated by this Agreement (it being understood and agreed by the Purchaser that no such action taken by the Purchaser shall entitle the Purchaser to any adjustment or reduction in the Purchase Price or shall otherwise affect any other obligation of the Purchaser hereunder); provided, however that the foregoing shall not limit or restrict the Purchaser’s ability to pursue good faith efforts to mitigate the effect of any commitment or action requested or required by any Governmental Authority in connection with the Required Regulatory Approvals or the Governmental Approvals. In addition, except as would reasonably be expected to have (i) a Material Adverse Effect or (ii) a Materially Burdensome Effect, without limiting the generality of the foregoing, the Purchaser shall agrees to take all steps necessary to vacate or lift any order relating to the Required Regulatory Approvals or to use its reasonable best efforts to defend through litigation on vacate or lift any order relating to the merits Governmental Approvals that would have the effect of making any claim asserted of the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation (it being understood and agreed by the Purchaser that no such action taken by the Purchaser shall entitle the Purchaser to any adjustment or reduction in court the Purchase Price or shall otherwise affect any other obligation of the Purchaser hereunder); provided, however that the foregoing shall not limit or restrict the Purchaser’s ability to pursue good faith efforts to mitigate the effect of any commitment or action requested or required by any party Governmental Authority in order to avoid entry of, connection with the Required Regulatory Approvals or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateGovernmental Approvals. (c) Each Except as otherwise provided in Section 7.04, each party to this Agreement shall promptly notify the other parties party of any communication it or any of its 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 party to review in advance any proposed communication by such party to to, or filing by such party with, any Governmental Authority. None of the parties No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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 reasonable opportunity to attend and participate at such meetingparticipate. Subject to the Confidentiality Agreement, the parties Each party to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition BHC Act. Subject to the Confidentiality Agreement, the parties HSR Act, the EC Merger Regulation or in connection with any other regulatory approvals. Each party to this Agreement will provide the other parties party with copies of all correspondence, filings or communications between them it or any of their its 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 Transactionstransactions contemplated by this Agreement, including with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing (except that neither party hereto shall be under an obligation of any kind to provide the other party with documents, material or other information relating to such party’s valuation of the Business). The covenants of the Parties in this Section 5.04 shall survive the Closing until the fourth anniversary thereof or until such earlier time as all Required Regulatory Approvals and Governmental Approvals have been obtained or the Parties’ obligations with respect thereto have been terminated pursuant to Section 10.04; provided, however, that after the second anniversary of the Closing Date, notwithstanding anything to the contrary contained in this Section 5.04, the Purchaser shall not be required to take any action to obtain any remaining Governmental Approvals other than such actions as are commercially reasonable. (d) The Purchaser shall not take Each party hereto agrees to cooperate in obtaining any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including other consents and approvals that may be required in connection with the transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this AgreementAgreement (including, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) avoid the entry ofwithout limitation, the commencement consents of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior landlords to the Termination DateSub-Lease Agreements).

Regulatory and Other Authorizations; Notices and Consents. (a) The Each Purchaser and the Seller shall use its reasonable best efforts to 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 Ancillary Agreements Transition Services Agreement, and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (HSR Act, the costs of which shall be payable by the Purchaser) German ARC and any other applicable foreign antitrust Law with respect to the Transactions within Twenty transactions contemplated by this Agreement but in no event more than ten (2010) Business Days of after the date hereof 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 Competition HSR Act, and the Purchaser will promptly make all filings German ARC or 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 such other applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionsforeign antitrust Law. (b) Without limiting the generality of the Purchaser’s undertaking parties’ undertakings pursuant to Section 5.05(a5.04(a), the Purchaser each party hereto agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close consummate the Transactions transactions contemplated by this Agreement and the Transition Services Agreement as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”)practical, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entry into such other arrangements to this Agreement as are required or advisable to be divested in order to avoid 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 Transactionstransactions contemplated by this Agreement and the Transition Services Agreement. In addition, the Purchaser each party hereto shall use its reasonable best efforts to defend through litigation on the merits any 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 by consummation of the Termination DateClosing. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other 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 Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality AgreementAgreement and applicable Laws relating to the sharing of information, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition HSR Act, the German ARC or any other foreign antitrust Law. Subject to the Confidentiality AgreementAgreement and applicable Laws relating to the sharing of information, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall use its commercially reasonable best efforts to take all steps necessary to promptly obtain all authorizations, consents, orders and approvals of NYSE Arca, NYSE Amex Equities and 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 Ancillary Agreements Agreements, including the Exchange Offers, the registration of the New ETFs and will 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 Seller in Purchaser to, promptly seeking seek to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days Within 60 days of the 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 Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw the Purchaser shall make all necessary filings with NYSE Arca and all Governmental Authorities that may be or become necessary for its filing under any applicable antitrustexecution and delivery of, competition or trade regulation law without and the written consent performance of the other partyits obligations under, this Agreement. The Seller shall cooperate with the Purchaser and Seller each agree in order to obtain any such authorization, consent, order or approval; provided, however, 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 pay any fees, applicable Taxes fees or other payments to NYSE Arca, NYSE Amex Equities or any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to (other than normal filing fees that are imposed by Law on the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsSeller). (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the provisions set forth in the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Actforegoing. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Sellers and the Stockholder will use its their commercially reasonable best efforts to 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 Ancillary Agreements other documents or agreements contemplated hereby and will cooperate fully with the Seller Buyer in promptly seeking to obtain all such authorizations, consents, orders Orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant The Sellers shall give promptly such notices to Section 5.05(a), the Purchaser agrees third parties and use their commercially reasonable efforts to use obtain such third party consents and estoppel certificates as Buyer may in its reasonable best efforts sole and to take any and all steps 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and desirable in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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 connection with the consummation of the Transactionstransactions contemplated by this Agreement and the other documents or agreements contemplated hereby, including all Consents to the transfer of the Contracts listed in Seller Disclosure Schedule and all consents required to transfer to Buyer all of the Seller Intellectual Property. In addition, the Purchaser Buyer shall cooperate and use its all reasonable best efforts to defend through litigation on assist the merits Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Buyer shall have no obligation to give any claim asserted guarantee or other consideration of any nature in court by connection with any party in order to avoid entry ofsuch notice, consent or estoppel certificate or to have vacated consent to any change in the terms of any Contract which Buyer in its sole and absolute discretion may deem adverse to the interests of Buyer or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each party Anything in this Agreement to the contrary notwithstanding, this Agreement shall promptly notify not constitute an agreement to assign any 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 Buyer or the Sellers thereunder. The Sellers will use their commercially reasonable efforts to obtain the consent of the other parties of to any communication it such Purchased Asset or any Claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of its Affiliates receives from the 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 Buyer, or under which Buyer would enforce for the benefit of Buyer, with Buyer assuming the Sellers’ obligations, any Governmental Authority relating 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 Purchased Asset or any Claim or right or any benefit arising thereunder, except to the matters that are extent the subject of this Agreement same represents an Excluded Asset. In such event, the Sellers and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance andBuyer shall, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend benefits and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination obligations of any applicable waiting periods including under the Competition Act. Subject Purchased Asset have not been provided to the Confidentiality AgreementBuyer by alternative arrangements satisfactory to Buyer and Sellers, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements negotiate in good faith an adjustment in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DatePurchase Price.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser As soon as practicable after execution and delivery of this Agreement and in any event no later than three Business Days following the date hereof, Buyer and Target shall jointly make any regulations, filings or qualifications required under Mexican law and any other Applicable Laws. Each party hereto shall furnish all information and documentation necessary in connection with such filings, as follows: (i) Sellers, Holding Companies and Target, respectively, shall furnish Buyer with all information and documentation necessary and such reasonable assistance as Buyer may request in connection with such filings as such information and documentation relates to Target, Sellers and Holding Companies, respectively; (ii) Sellers and Holding Companies shall cause Target and its respective directors, officers, employees and representatives to furnish Buyer such information and documentation and such reasonable assistance as Buyer may request relating to Target; and (iii) Buyer shall furnish Sellers, Holding Companies and Target, with all information and documentation necessary and such reasonable assistance as Buyer may request in connection with such filings as such information and documentation relates to Buyer. Sellers, Holding Companies, Target and Buyer shall use its their respective commercially reasonable best efforts to promptly obtain take 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking other actions required to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof and to supply as promptly as practicable after the date hereof all necessary consents, approvals, authorizations and agreements of, and to give all notices and make all other registrations, filings or qualifications with, any Governmental Authorities and other Persons, necessary to authorize, approve or permit the consummation of the transactions contemplated hereby. Sellers, Holding Companies, Target and Buyer shall all use their respective commercially reasonable best efforts to take such actions as may be necessary to satisfy the conditions to the appropriate Governmental Authorities any additional information Closing as soon as practicable after the date hereof. Sellers, Holding Companies, Target and documentary material that may be requested pursuant to the Competition ActBuyer shall not, and shall use their respective commercially reasonable best efforts not to permit any of their respective Affiliates to, take any action inconsistent with the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term terms of this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a)All filing fees, the Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrustif any, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination application for or prosecution of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreementconsent, the parties to approval, authorization, registration, filing or submission in accordance with this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their representativesSection 7.5 shall be shared on a 50-50 basis by Sellers and Holding Companies, on the one hand, and Buyer on the other hand. All other fees, expenses and disbursements (including the costs of preparation of any Governmental Authority such filings) incurred in connection with the matters referred to in this Section 7.5 shall be borne by Buyer if incurred by or members on its behalf and by the Sellers and Holding Companies if incurred by or on behalf of its staffTarget, Company (to the extent incurred prior to the Closing), Holding Companies or Sellers. (c) Until the Closing, Sellers, Holding Companies and Target, on the one hand, and Buyer, on the other hand, shall promptly inform the other of any material communication from any Governmental Authority regarding any of the transactions contemplated hereby. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to this Agreement and the Transactions. (d) The Purchaser transactions contemplated hereby, then such party shall not take any actionuse all reasonable efforts to make, or enter into any transaction or any agreement cause to effect any transaction (including any merger or acquisition but not including transactions or agreements be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Datecompliance with such request.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall use its reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all such authorizationsAuthorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the The Purchaser shall use its reasonable best efforts to defend through litigation on obtain consents to Seller’s sale of the merits any claim asserted in court by any party in order capital stock of the Vessel Owning Subsidiaries from each of the Existing Lenders, other than the consent of China Merchants Bank with respect to avoid entry ofthe Purchaser’s acquisition of the capital stock of Shinyo Saowalak Limited, or which Seller shall use its best efforts to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Dateobtain. (c) Each The Purchaser shall give promptly such notices to third parties and use its best efforts to obtain such third party to this Agreement shall promptly notify the other parties of any communication it consents as Seller may in its reasonable discretion deem necessary or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request desirable in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality transactions contemplated by this Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) Seller shall cooperate and use all reasonable efforts to assist the Purchaser in giving such notices and obtaining such consents; 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 term of any agreement or arrangement which Seller in its reasonable discretion may deem adverse to the interest of Seller, the Purchaser or the Vessel Owning Subsidiaries. (e) The Purchaser shall not take any actionknows of no reason why all the consents, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in approvals and Authorizations necessary for the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination consummation of the waiting period under the Competition Act applicable transactions contemplated 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 the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) 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 consummation performance of its obligations pursuant to, this Agreement and will cooperate fully with the TransactionsPurchaser in promptly seeking to obtain all such Authorizations, in each case prior to the Termination Dateconsents, orders, and approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Trican Parent and ▇▇▇▇▇ Parent shall use its commercially reasonable best efforts to obtain 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 and the other Party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, the Transaction Documents, including, without limitation, Consents that may be required under the HSR Act or other Competition Law. Trican Parent and will ▇▇▇▇▇ Parent shall cooperate fully with the Seller one another in promptly seeking to obtain all such authorizationsConsents. If any 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, consentseach 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, orders 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 approvalsTrican 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. Each In furtherance and not in limitation of the foregoing, to the extent required by applicable Competition Law, each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition an appropriate filing of a HSR Act (the costs of which shall be payable by the Purchaser) Notification with respect to the Transactions 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 Twenty (20) ten Business Days of from the date hereof hereof, or such other 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 Competition ActHSR Act and use its commercially reasonable efforts to take, and or cause to be taken, all other actions consistent with this Section 6.8 necessary to cause the Purchaser will promptly make all filings expiration or notifications required termination of the applicable waiting periods 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval HSR Act (including any made pursuant extensions thereof) as soon as practicable. Filing fees with respect to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionssuch filing and notifications shall be borne by ▇▇▇▇▇ Parent. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement Party shall promptly notify the other parties Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party 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 to this Agreement 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 proceedings under or relating to the HSR Act or other 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. Subject to the Confidentiality Agreement, the parties to this Agreement will The Parties shall coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties 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 ▇▇▇▇▇ Parent shall have the primary responsibility for securing the transfer, reissuance or procurement of the Business Permits set forth on Schedule 2.1(h) of the Seller Disclosure Schedule effective as of the Closing Date. Seller Companies shall, and Trican Parent shall cause Seller Companies to, cooperate with ▇▇▇▇▇ Parent’s and Buyer’s efforts in seeking early termination this regard, assist in any transfer or reissuance of such Permits held by the Seller Companies or the procurement of any applicable waiting periods including under the Competition Act. Subject other 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 Confidentiality AgreementBusiness. Seller’s commercially reasonable efforts shall include, the parties to this Agreement will provide the other parties with 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 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. (d) The Purchaser shall not take any action, transfer or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination reissuance of the waiting period under the Competition Act applicable Business Permits to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateBuyer.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Company shall use its reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees The Company shall give promptly such notices to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof third 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits Purchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement. (b) The Purchaser shall cooperate and use its reasonable best efforts to assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall have no obligation to give any claim asserted guarantee or other consideration of any nature in court by connection with any party in order to avoid entry ofsuch notice, consent or estoppel certificate or to have vacated consent to any change in the terms of any agreement or terminatedarrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, any decree, order the Company or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination DateBusiness. (c) Each The Sellers 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 to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating is not obtained prior to the matters that are Closing, the subject of this Agreement Sellers 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 Sellers shall use their reasonable best efforts to provide the Purchaser or the Company, as the case may be, with the rights and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None benefits of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filingsaffected lease, investigation license, contract, commitment or other inquiry unless it consults with the other parties in advance and, agreement or arrangement to the extent permitted by under applicable Laws for the term of such Governmental Authoritylease, gives license, contract or other agreement or arrangement, and, if the other parties the opportunity to attend Sellers provide such rights and participate at such meeting. Subject to the Confidentiality Agreementbenefits, the parties to this Agreement will coordinate Purchaser or the Company, as the case may be, shall assume the obligations and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionsburdens thereunder. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (aA) The Purchaser shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders Upon the terms 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant subject to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term of conditions set forth in this Agreement, it will not withdraw its filing under any applicable antitrustand subject to Sections 4.3(C) and 4.3(D) governing compliance with the Competition Law, competition or trade regulation law without the written consent each 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate transactions contemplated by this Agreement promptly, including using its reasonable best efforts to accomplish the following: (1) the satisfaction of the Conditions Precedent, (2) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from, and the giving of any necessary notices to, each Governmental Entity and other persons and the making of all necessary registrations, declarations and filings, (3) the taking of all reasonable steps to take provide any and supplemental information requested by any Governmental Entity, including participating in meetings with officials of such entity in the course of its review of this Agreement or the transactions contemplated by this Agreement, (4) the taking of all reasonable steps as may be necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted Proceeding by any Governmental Authority Entity or Third Party and (5) the obtaining of all necessary consents, approvals or waivers from any Third Party. Buyer, Oronite and the Local Sellers’ Representative shall provide such assistance, information and cooperation to each other party so as is reasonably required to enable obtain any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, shall notify the parties hereto to expeditiously close other Parties promptly following the Transactions as promptly as practicablereceipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, and supplements or additional information in respect of any eventregistration, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate ordersdeclaration or filing with, or otherwisenotice to, such Governmental Entity. (B) Subject to the saleother provisions of this Section 4.3 and applicable Laws, divesture or disposition of such of its assets, properties or businesses or each of the assets, properties or businesses to be acquired by it pursuant hereto, and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall Parties shall: (1) use its reasonable best efforts to defend through litigation make the joint filing under the Competition Law (appointing Buyer’s counsel as a common representative of the Parties for the limited purpose of the joint filing under the Competition Law as provided by Articles 88 and 89 (Sec. I) thereof), not later than January 16, 2017, or if the offices of the Competition Commission are not open for business on such day, then on the merits any claim asserted next day when such offices are open; provided, that the responsibility for the payment of all filing fees or other disbursements that are imposed by the Competition Law and other applicable Laws (including, without limitation, document translation fees or Third Party expert fees, but not including the legal fees and expenses of the respective Parties) shall be borne 50% by Buyer and 50% by Sellers; (2) use reasonable best efforts to cooperate with the other Parties in court by any party in order (a) determining which filings are required to avoid entry ofbe made prior to the Closing, and which consents, approvals, permits or authorizations are required to have vacated or terminatedbe obtained prior to the Closing from, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent Governmental Entity in connection with the Closing by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject execution and delivery of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None consummation of the parties to this Agreement shall transactions contemplated hereby and (b) promptly making all such filings; (3) not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the transactions contemplated hereby) with any Governmental Authority in respect of Entity relating to any filings, filings or investigation concerning this Agreement or other inquiry the transactions contemplated by this Agreement unless it consults with the other parties Parties and its representatives in advance andand invites the other Parties’ representatives to attend unless the Governmental Entity prohibits such attendance; (4) promptly furnish the other Parties, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Entity, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that it or its Affiliates or their respective representatives intend to submit to any Governmental Entity, it being understood that correspondence, filings and communications received from any Governmental Entity shall be immediately provided to the extent permitted by such Governmental Authority, gives other Parties upon receipt; (5) promptly furnish to the other parties the opportunity Parties, subject in appropriate cases to attend appropriate confidentiality agreements to limit disclosure to outside lawyers and participate at consultants, with such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such necessary information and providing such reasonable assistance as such other parties Parties and their respective Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entity, including any filings necessary or appropriate under the foregoing and in seeking early termination provisions of applicable Laws; and (6) deliver to the other Parties’ outside counsel (on an “outside counsel only” basis) complete copies of all documents furnished to any Governmental Entity as part of any filing in accordance with applicable waiting periods including under Laws. (C) Notwithstanding any provisions to the contrary in Section 4.3(A), each of Oronite, the Local Sellers’ Representative and Buyer agrees to take or cause to be taken the following actions: (1) the prompt provision to the Competition Act. Subject Commission of non-privileged information and documents requested by the Competition Commission or that are necessary, proper or advisable to permit consummation of the Confidentiality transactions contemplated by this Agreement as promptly as practicable; and (2) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would be reasonably likely to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement; provided, nothing in this Agreement shall require a Party to permit any inspection or disclose any information that in such Party’s good faith judgment (which in the parties case of the Company shall include Oronite’s and the Local Sellers’ Representative’s good faith judgment) would violate any applicable Law or any limitation on the sharing of competitively-sensitive information as described in Section 4.1(A)(1), or waive any privilege. (D) The Parties agree to use their respective reasonable best efforts to propose, negotiate, commit to and effect any consent decree, settlement, remedy, undertaking, commitment, action or agreement, including any amendment or other revision to this Agreement will provide that is not material and does not modify the other parties Total Purchase Price (each, a “Remedial Action”), as may be required in connection with copies a Governmental Entity’s review of all correspondencethe transactions contemplated hereby; provided, filings or communications between them or that any of their representatives, such Remedial Action (1) is conditioned on the one hand, and any Governmental Authority or members consummation of its staff, on the other hand, with respect to transactions contemplated by this Agreement and (2) is not commercially unreasonable, individually or in the Transactionsaggregate, to the Company or Buyer (it being agreed and understood that, the Parties shall cooperate in good faith in connection with any Remedial Action and use their respective commercially reasonable efforts to attempt to preserve the economic benefits reasonably expected to be achieved by each of the Parties hereto, but shall in any event effect any such required Remedial Action required pursuant to this sentence notwithstanding anything in this parenthetical). In furtherance of its obligations under this Section 4.3, in taking any such required Remedial Action, Buyer agrees, at its sole cost and expense, (a) to sell, dispose of or transfer or cause any of its Subsidiaries (including the Company after the Closing) to sell, dispose of or transfer any assets; (b) to discontinue or cause any of its Subsidiaries (including the Company after the Closing) to discontinue offering any product or service; or (c) to hold separate or cause any of its Affiliates to hold separate any assets or operations (either before or after the Closing Date), in each case except to the extent that any of the foregoing, individually or in the aggregate, would be commercially unreasonable to Buyer or the Company. (dE) The Purchaser shall not take any actionExcept as prohibited by applicable Law, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination each of the waiting period under Parties shall notify each other of: (1) any material notice or other material communication from any Governmental Entity in connection with the Competition Act applicable to the purchase of the Purchased Assets transactions contemplated by this Agreement, and a copy of any such notice or communication shall be furnished to the other, together with the applicable written notice; (ii2) obtain any Proceedings commenced against, relating to or involving or otherwise affecting the approval under Company or Buyer or any applicable antitrust, competition or trade regulation law, (iii) avoid the entry of, the commencement of litigation seeking the entry of, or its Affiliates that relates to effect the dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactionstransactions contemplated by this Agreement; and (3) any notice or other material communication from a Tax Authority regarding Taxes, in each case prior and a copy of any such notice or communication shall be furnished to the Termination Dateother, together with the applicable written notice; provided, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Company, Parent and Merger Sub shall each use its reasonable best efforts to promptly obtain all authorizationsConsents of, consentsand make all Filings with, orders and approvals of all Governmental Authorities and officials and obtain all Consents of, and give all notices to, third parties, in each case, 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 and will cooperate fully with the Seller other party in promptly seeking to obtain all such authorizationsConsents and making such Filings. Notwithstanding the foregoing or any other covenant herein contained, consentsnothing in this Agreement shall be deemed to require Parent, orders and approvals. Each the Company or any of their respective Affiliates or Principal Stockholders or any portfolio company of any Principal Stockholder (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any Person in order to facilitate the consummation of the transactions contemplated hereby or (iii) to defend against any litigation brought by any governmental entity seeking to prevent the consummation of, or impose limitations on, any of the transactions contemplated hereby. (b) Subject to the last sentence of Section 5.5(a), each party hereto agrees to make promptly its respective filing, if necessary, any required filing of a Notification and Report Form pursuant to the Competition ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the costs of which shall be payable by the Purchaser) “HSR Act”), with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable (and in any event within Twenty (20) 10 Business Days of following the date hereof 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 Competition Act, HSR Act and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry oftake, or cause to have vacated or terminatedbe taken, any decree, order or judgment (whether temporary, preliminary or permanentas promptly as practicable all other actions consistent with this Section 5.5(b) that would prevent the Closing necessary and reasonably agreed upon by the Termination Date. (c) parties to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The Company and Parent shall share equally the filing fee in connection with any such Notification and Report Forms filed pursuant to the HSR Act. Each party of the Company, Parent and Merger Sub shall consult with each other prior to this Agreement shall promptly notify taking any material substantive position with respect to the other parties of any communication it filings under the HSR Act in discussions with or any of its Affiliates receives from filings to be submitted to any Governmental Authority relating to the matters that are the subject of this Agreement and Authorities, shall permit the other party to review and discuss in advance advance, and consider in good faith the views of the other in connection with, any proposed communication by such party analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority. None of Authorities with respect to filings under the parties to this Agreement HSR Act, shall agree to not participate in any meeting or have any communication with any such Governmental Authority in respect of any filings, investigation or other inquiry Authorities unless it consults has given the others an opportunity to consult with the other parties it in advance and, to the extent permitted by such Governmental AuthorityAuthorities, gives give the other parties party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreementtherein, the parties to this Agreement will and shall coordinate and cooperate fully with the other parties others in preparing and exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will promptly provide the other parties others (and their counsel) with copies of all correspondencefilings, filings presentations or communications between them or submissions (and a summary of any of their representatives, on the one hand, and oral presentations) made by such party with any Governmental Authority or members of its staff, on the other hand, with respect Authorities relating to this Agreement or the transactions contemplated hereby. The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the others under this Section 5.5(b) as “outside counsel only.” Such material and the Transactions. (d) The Purchaser information contained therein shall be given only to the outside legal counsel of the recipient and will not take any actionbe disclosed by such outside counsel to employees, officers, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination directors of the waiting period under recipient unless express permission is obtained in advance from the Competition Act applicable to the purchase source of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition materials or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Dateits legal counsel.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall use and shall cause its reasonable Affiliates to use best efforts to 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 Transition Services and Security Agreement and the Ancillary Agreements License Agreement and will cooperate fully with the Seller Parent and Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. Purchaser shall and shall cause its Affiliates to promptly file the necessary documents with the Governmental Authorities (such as with SAFE, NDRC and MOC) and apply for approvals and registrations set forth in Section 5.03 of the Purchaser Disclosure Schedule, with respect to the transactions contemplated by this Agreement at the earliest date permitted by Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by such Governmental Authorities. Notwithstanding anything in this Agreement to the contrary, to the extent that such required or requested information contains or relates to Relevant Information (as defined in the Confidentiality Agreement), Purchaser shall promptly notify Seller Parent of the request and obtain Seller Parent’s consent prior to the provision of any such information, which consent shall not be unreasonably withheld or delayed. Seller Parent, Seller and their Affiliates shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Seller Parent or Seller). (b) Each party hereto Party agrees to make promptly its respective filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) 15 Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking undertakings pursuant to this Section 5.05(a)6.04, the Purchaser agrees to use and agrees to cause its reasonable Affiliates to use best efforts and 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 Governmental Authority United States or non-United States governmental antitrust authority or any other party Person so as to enable the parties hereto Parties to expeditiously close the Transactions as promptly as practicable, and in any event, transactions contemplated hereby no later than April 30January 31, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date2008. (c) Each party to this Agreement Party shall promptly notify the other parties Parties of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, the Transition Services and Security Agreement and the License Agreement and permit the other party Parties to review in advance any proposed material communication by such party Party to any Governmental AuthorityAuthority for a minimum period of one Business Day. None of the parties to this Agreement Parties shall agree to participate in any meeting with any Governmental Authority in respect for purposes of discussing any filings, investigation or other inquiry unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement The Parties will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition HSR Act. Subject to the Confidentiality Agreement, the parties to this Agreement Each Party will provide the other parties Parties with a bi-weekly report summarizing the progress and status of all filings with and approvals of Governmental Authorities. The Parties will provide each other with copies of all material correspondence, filings or communications between them or any of their 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 Transactionscontemplated transactions, provided, however, with respect to filings made under the HSR Act or any other merger control proceedings, such materials may be redacted (i) to remove references concerning the valuation of the Shares or Assets, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege or confidentiality concerns, provided further that, the Parties shall assess in good faith on a case-by-case basis whether any such redacted information may be exchanged between outside counsel for the purpose of any merger control proceedings. (d) The Purchaser shall not take any actionIf, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration securing or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all obtaining authorizations, consents, orders and approvals of Governmental Authorities necessary for Authorities, any Governmental Authority requires any term of this Agreement, the consummation Transition Services and Security Agreement, the License Agreement, Assumption Agreement, B▇▇▇ of Sale and Assignment or their schedules, exhibits and appendices, to be modified or supplemented or require any of the TransactionsParties to undertake additional obligations or make additional representations such that the interests of any Party are materially adversely affected, in each case prior upon the written request of such Party to the Termination DateOther Parties, the Parties shall discuss such requirements as soon as practicable and, within twenty (20) Business Days from the time such circumstances arise, re-negotiate in good faith the relevant terms, conditions and undertakings set forth herein with a view to achieving, as far as possible, the same commercial objectives of the Parties as originally contemplated.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Sellers shall use its reasonable their best efforts to promptly obtain (or cause the Company and the Subsidiaries to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) five Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Sellers shall or shall cause the generality of Company and the Purchaser’s undertaking pursuant Subsidiaries to Section 5.05(a), the Purchaser agrees give promptly such notices to third parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable their best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits any claim asserted Purchaser may deem necessary or desirable in court connection with the transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser may deem adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company, any Subsidiary or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in Sellers know of no reason why all the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactionstransactions contemplated hereby will not be received. (e) The Sellers and the Purchaser agree that, in each case 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 any of the Sellers, the Company or any Subsidiary is a party is not obtained prior to the Termination DateClosing, the Sellers 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 Sellers 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 Sellers 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) The Purchaser and the Seller shall use its their reasonable best efforts to 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty ten (2010) Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes fees or other payments to any Governmental Authorities in order to obtain any such authorization, notice to proceed, consent, order or approval including any made pursuant to (other than normal filing fees that are imposed by Law on the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Seller). Without limiting the generality of the Purchaser’s undertaking pursuant to this Section 5.05(a5.04(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, transactions contemplated hereby no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall the Purchaser be obligated to agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, or agree to any controls on their operation of, any material assets (whether tangible or intangible) or any material portion of any business of the Purchaser or any of its Affiliates or of the Company or any of its Subsidiaries. (cb) Each party to this Agreement shall promptly notify the other parties party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the each other parties in exchanging such information and providing such assistance as such the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition HSR Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the each other parties with copies of all correspondence, filings or communications between them or any of their 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 Transactionstransactions contemplated by this Agreement. (c) The parties hereto shall use all reasonable efforts to submit and, as applicable, cause their respective subsidiaries to submit within twenty (20) Business Days after the Closing, transfer applications to the relevant Governmental Authorities, and shall thereafter take all other necessary actions to cause any (i) Permits owned by the Company or any Subsidiary that pertain to the Excluded Business to be transferred to the Seller or its designee as expeditiously as possible, and (ii) Permits that pertain to the Transferred Business that prior to the Closing are owned by a Transferring Entity to be transferred to the Company or any Subsidiary as expeditiously as possible (the Permits referenced in sub clauses (i) and (ii) are referred to herein as the “Affected Permits”). Until the Affected Permits are transferred to the Seller or its designee or to the Company or any Subsidiary, as applicable (each, a “Permit Transferee”), the Seller or its designee shall mine the coal on any Real Property subject to the Affected Permits (the “Affected Real Property”) and each Permit Transferee will operate the Transferred Business or Excluded Business subject to, and in accordance with, any Affected Permit (the “Affected Business”) as an “operator” pursuant to Section 5.04(d). If any Affected Permit is not transferred to the Permit Transferee at least 120 days prior to the expiration date of such Affected Permit, the Permit Transferee may, at the Permit Transferee’s sole cost and expense (including any guarantee or other similar credit support that such Permit Transferor may reasonably require to backstop any guarantee or other similar credit support provided by such Permitted Transferor), require the transferor of any such Affected Permit (the “Permit Transferor”) to expeditiously submit, or cause any subsidiary thereof to submit, renewal applications for such Affected Permit, including any required increase in bonds relating to such Affected Permits. If the Permit Transferee exercises this right, the Permit Transferor shall, at the Permit Transferee’s sole cost and expense, timely submit, and as required shall cause any subsidiary thereof to submit, minor permit modifications and amendments as requested by the Permit Transferee from time to time, and shall otherwise cooperate in good faith with the Permit Transferee to undertake and to accomplish the permitting and related activities described on Section 5.04(c) of the Disclosure Schedule. Upon issuance of the Affected Permit renewals, the Permit Transferor shall, and shall cause any applicable subsidiary to, proceed to apply for the transfer of the Affected Permits to the Permit Transferee, and shall complete the transfer of the Affected Permit as soon as possible. (d) The Purchaser For as long as the Permit Transferee or any designee thereof operates the Affected Business on any Affected Real Property as the designated “operator” on behalf of the Permit Transferor under each Affected Permit pursuant to the terms and conditions of the Affected Permit prior to the transfer of “permittee-liability” and the issuance of a successor permit, the Permit Transferee shall not take any actioncomply, and shall cause such designee to comply with all applicable Laws and conditions of, or enter into pertaining to, the Affected Permits after the Closing, and shall indemnify the Permit Transferor and any transaction applicable subsidiary thereof and hold them harmless from and against all Liabilities incurred or suffered as a result of the Permit Transferee’s or any agreement such designee’s act or omissions under or with respect to effect any transaction (including any merger each Affected Permit. The Permit Transferee or acquisition but not including transactions or agreements its Affiliates shall have exclusive control over compliance with the Affected Permit and is hereby authorized to conduct and perform, in the ordinary course of business)connection with compliance therewith, that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreementwater sampling, analysis and reporting, (ii) obtain the approval under any applicable antitrustseven-day inspections of impoundments and other inspections, competition or trade regulation lawsurveys, and reports related to impoundments, (iii) avoid annual sediment pond inspections, (iv) emergency plan updates, and (v) similar matters. At the entry ofPermit Transferee’s request, the commencement Permit Transferor shall, and shall cause any applicable subsidiary thereof to, assist the Permit Transferee in its obligations hereunder. (e) The Permit Transferee shall provide the Permit Transferor prompt written notice of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order “notice of non-compliance,” “notice of violation,” “cessation order,” “notice of bond forfeiture” or other order that would prevent similar enforcement action (in any such instance, a “Notice of Violation”) with respect to the completion Affected Permits after the Closing and prior to final transfer of the TransactionsAffected Permits to the Permit Transferee. In the event that any Notice of Violation is issued to the Permit Transferor or any subsidiary thereof, the Permit Transferor shall provide the Permit Transferee with a copy of the same within three (3) Business Days of the Permit Transferor’s or such subsidiary’s receipt of such Notice of Violation. All Liabilities, including all associated Liabilities for remedial work (or other required work) arising as a result of or relating to any Notice of Violation or other notice of default or violation under any Affected Permit, to the extent not resulting from any act or omission of the Permit Transferor, shall be the sole and exclusive responsibility and Liability of the Permit Transferee (and shall be deemed to be an “Excluded Liability” hereunder) and shall be cured by the Permit Transferee as soon as reasonably practicable. The Permit Transferor shall have the right to enter on any Real Property subject to the Affected Permits (and to the extent practicable, shall provide reasonable prior notice to the Permit Transferee) for purposes of performing any remediation or reclamation activities necessary to comply with (i) the terms of the Affected Permit(s), (ii) any applicable Law, or (iviii) obtain all authorizations, consents, orders and approvals of any Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateOrder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its reasonable best efforts to promptly obtain (or cause the Company and the Subsidiaries to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto The Purchaser agrees to make promptly its respective filing, if necessary, that all the fees and expenses associated with filings required pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactionspurchase of the Shares under this Agreement shall be paid by the Purchaser. (b) Without limiting The Seller shall or shall cause the generality Company and the Subsidiaries to obtain estoppel letters that acknowledge the transaction to be consummated pursuant to this Agreement in a form reasonably satisfactory to the Purchaser, to the extent listed in the Section 6.1(m) of the Purchaser’s undertaking pursuant Atlantic Stock Purchase Agreement and following the procedure mentioned therein or to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 extent received in connection with the transactions contemplated by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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, Atlantic Stock Purchase Agreement and the entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination DateGeneral Aviation Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole discretion may deem adverse to the Confidentiality AgreementShares or the Purchaser, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them Company or any of their 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 TransactionsSubsidiary. (d) The Seller and the Purchaser shall not take agree that, in the event that any actionconsent, approval or enter into any transaction authorization necessary or desirable to preserve for the Company or any agreement to effect Subsidiary any transaction (including any merger right or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval benefit under any applicable antitrustlease, competition or trade regulation lawlicense, (iii) avoid the entry ofcontract, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order commitment or other order that would prevent agreement or arrangement to which the completion of the Transactions, Company or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case any Subsidiary is a party is not obtained prior to the Termination DateClosing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any 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 all commercially reasonable efforts to provide the Purchaser, 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) The Each of the Purchaser and the Seller Entities shall, and shall cause each of its Affiliates to use its commercially reasonable best efforts to to, (i) as promptly as practicable, 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 Agreement, and the Ancillary Agreements and will (ii) provide such other information to any Governmental Authority as such Governmental Authority may request in connection herewith. Each party hereto agrees to cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly , and shall cause its respective filingAffiliates to, make its respective filing as promptly as practicable, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) applicable Antitrust Laws and any other applicable trade regulation Law with respect to the Transactions within Twenty (20) Business Days of the date hereof transactions contemplated by this Agreement and to supply use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from the appropriate Governmental Authorities any for additional information and documentary material that may be requested or documentation pursuant to the Competition Act, and the Purchaser will promptly make all filings Applicable Antitrust Laws or 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 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the TransactionsLaw. (b) Without limiting the generality of the Purchaser’s or Seller’s undertaking pursuant to Section 5.05(a), the Purchaser agrees 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 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 applicable Antitrust Laws or trade regulation Laws where such filings, notifications or other submissions are required, as promptly as practicable; and (iii) use its commercially reasonable best efforts and to take any and do, or cause to be done, all steps necessary things reasonably 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 Governmental Authority or any other third party so as to enable the parties hereto to expeditiously close the Transactions transactions contemplated hereby as promptly as practicable, and in any event, no later than April 30, 2008 (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, or otherwise, the sale, divesture divestiture, license, lease, 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 or the entry commencement or defense of litigation, or the entrance into such other arrangements as are arrangements, required or advisable in order to avoid the entry of, 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, which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each The Purchaser and the Seller Entities shall each make a determination, within five (5) Business Days after the date hereof, whether each desires that a filing with CFIUS be made with respect to the transactions contemplated by this Agreement. If any of the Purchaser or the 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 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 “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 Draft Voluntary Notice nor the Joint Voluntary Notice shall be submitted to CFIUS without the mutual written consent of the Purchaser and the Seller Entities via their respective CFIUS legal counsel. Following submission of the Joint Voluntary Notice, each 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 separately 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, 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 terms of this Section 5.05) and, with respect to any 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 CFIUS in connection with, or as a condition of, the CFIUS Clearance; provided, however, that neither the Seller Entities nor the Purchaser shall be obligated to take any mitigation steps that would reasonably be expected to result in a Material Adverse Effect on the Seller Entities’ investment in the Purchaser Common Stock. (d) Except to the extent prohibited by applicable Laws, each party to this Agreement shall promptly notify the other parties 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 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 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), 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. Subject to the Confidentiality AgreementEach party hereto shall, the parties to this Agreement will and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties party hereto in exchanging such information information, subject to applicable Laws and any applicable confidentiality restrictions, and providing such assistance as such the other parties party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the Competition Actapplicable Antitrust Laws. Subject to the Confidentiality Agreement, the The parties to this Agreement will shall, and shall cause their respective Affiliates and their respective Representatives to, provide the each other parties with copies of all substantive correspondence, filings or communications between them or any of their representativesrespective 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and the Target Subsidiaries; (ii) obtain the approval under any as necessary to comply with contractual arrangements or applicable antitrust, competition or trade regulation law, Laws; and (iii) avoid the entry of, the commencement of litigation seeking the entry of, or as necessary to effect the dissolution of, any injunction, temporary restraining order address reasonable attorney-client or other order privilege or confidentiality concerns; provided, further, that would prevent the completion parties may agree to the exchange of certain specified materials between outside counsel only. (e) To the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for extent the consummation of the Transactions, in each case Circular is not finalized prior to the Termination Dateexecution of this Agreement, the Purchaser shall: (i) promptly afford all co-operation and assistance and provide all such information as may be reasonably requested by the Seller Entities in relation to the preparation of the Circular, including access to, and ensuring reasonable assistance is provided by, its professional advisers; and (ii) promptly review and comment on any drafts and revised drafts of the Circular submitted to it by the Seller Entities.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of the Parties shall use its commercially reasonable best efforts to obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all (such authorizations, consents, orders and approvals, "Governmental Approvals"). Each party hereto agrees ONEOK and the NBP Partnerships shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to make obtain the Governmental Approvals. (b) 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 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 Approvals promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of after the date hereof 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 by Governmental Authorities responsible therefor. As defined further below, the Competition Act, parties shall cooperate in making any such filings. ONEOK and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each NBP Partnerships agree that, during the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its their commercially reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any 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 as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, transactions contemplated by consent decree, hold separate orders, or otherwise, the sale, 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, this Agreement. ONEOK and the entry into such other arrangements as are required NBP Partnerships agree to use commercially reasonable efforts to vacate or advisable in lift any order relating to avoid 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 Transactionstransactions contemplated by this Agreement illegal or otherwise prohibiting their consummation. In additionNotwithstanding any other terms or provisions of this Agreement, in no event shall the Purchaser shall use its reasonable best efforts NBP Partnerships or their Subsidiaries be deemed to defend through litigation on have any obligation to dispose of any assets or properties (including any assets or properties of the merits Entities) or to enter into any claim asserted in court 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 by the Termination Dateother Governmental Approvals. (c) Each party to this Agreement Party shall promptly notify the other parties of any communication it or any of its 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 party 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 to this Agreement No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement Each Party will coordinate and cooperate fully with the other parties Parties in exchanging such information and providing such assistance as such other parties Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition ActHSR Act or in connection with any other Governmental Approvals. Subject to the Confidentiality Agreement, the parties to this Agreement Each Party will provide the other parties Parties with copies of all correspondence, filings or communications between them such Party or any of their representativesits 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 Transactionstransactions contemplated by this 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 Parties with documents, material or other information relating to such Party's valuation of the Business). (d) The Purchaser NBP Partnerships and ONEOK shall not take any action, or enter into any transaction or any agreement (and shall each cause their respective Affiliates to) use commercially reasonable efforts to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all consents, authorizations, consents, orders waivers and approvals of Governmental Authorities necessary for the consummation third parties that any of the TransactionsParties or their respective Affiliates (including the Entities) are required to obtain in order to consummate the transactions contemplated hereby. (e) Northern Border shall use commercially reasonable efforts to list the Common Units to be issued to ONEOK pursuant to this Agreement on the New York Stock Exchange, in each case prior to the Termination DateClosing Date or immediately upon conversion of the 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 requiring a vote of the holders of the outstanding Common Units of Northern Border, as promptly as practicable after the date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each party hereto shall use its all commercially reasonable best efforts to 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 Ancillary Agreements and each such party will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (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 Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the generality transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all third party consents that are necessary or desirable in connection with the transfer of the Purchaser’s undertaking pursuant Transferred Contracts, provided, however, that Seller shall have no obligation to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and to take give 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order guarantee or other order consideration of any nature in connection with any suit such consent or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Dateestoppel certificate. (c) Each party Purchaser shall cooperate and use commercially reasonable efforts to this Agreement assist Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 the Competition Act. Subject Transferred Contract which Purchaser in its sole and absolute discretion may deem adverse to the Confidentiality Agreement, interests of Purchaser or the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The 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 thereto, 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 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 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 not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements assume the obligations and burdens thereunder in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by accordance with this Agreement, (ii) obtain the approval under any applicable antitrustincluding, competition or trade regulation lawsubcontracting, (iii) avoid the entry of, the commencement of litigation seeking the entry ofsublicensing, or subleasing to effect Purchaser, or under which Seller would enforce for the dissolution ofbenefit of Purchaser, with Purchaser assuming Seller’s obligations, any injunction, temporary restraining order or other order that would prevent the completion and all rights of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination DateSeller against a third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall Each party hereto shall, as promptly as possible, use its reasonable best efforts to promptly obtain obtain, or cause to be obtained, all consents, authorizations, consents, orders and approvals of from all Governmental Authorities and officials Bodies that may be or become necessary for its execution and delivery of, of this Agreement and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements and will Agreement. Each party shall cooperate fully with the Seller other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, consents, orders and approvals. Each The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make promptly its respective filing, if necessary, an appropriate filing pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty five (205) Business Days of after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities Body any additional information and documentary material that may be requested pursuant to the Competition HSR Act. Notwithstanding the foregoing, (x) Buyer shall not be required to: (A) (1) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer, its Affiliates, the Company or any of the Company’s Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party purchaser has been identified or approved prior to the Purchaser will promptly make all filings Closing, (2) accept any operational restriction or notifications take or commit to take such other actions that may limit Buyer, its Affiliates, the Company or any of the Company’s Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, or (3) propose, negotiate, offer or enter into any Order, consent decree, hold separate order or other agreement to effectuate any of the foregoing; or (B) terminate, amend or otherwise modify any Contract or other business relationship as may be required under the ICA, if any. The Purchaser and Seller each agree that, during the term to obtain any necessary clearance of this Agreement, it will not withdraw its filing any Governmental Body or to obtain termination of any applicable waiting period under any applicable antitrust, competition antitrust Laws; and (y) no party hereto will extend any waiting period or trade regulation law enter into any agreement or understanding with any Governmental Body without the prior 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination Date. (c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Seller shall use its reasonable her best efforts to promptly obtain (or cause the Company to 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 Ancillary Agreements and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Seller shall or shall cause the generality of the Purchaser’s undertaking pursuant Company to Section 5.05(a), the Purchaser agrees give promptly such notices to third parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable their best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits any claim asserted Purchaser may in court its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole and absolute discretion may deem adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in Seller knows of no reason why all the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactionstransactions contemplated hereby will not be received. (e) The Seller, the Company and the Purchaser agree that, in each case 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 Termination DateClosing, 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) The Purchaser Sellers shall use its reasonable their best efforts to promptly obtain (or cause the Company to 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 Ancillary Agreements Escrow Agreement and will cooperate fully with the Seller Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective an appropriate filing, if necessary, pursuant to the Competition HSR Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions transactions contemplated by this Agreement within Twenty (20) five Business Days of the 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 Competition HSR Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Sellers shall or shall cause the generality of the Purchaser’s undertaking pursuant Company to Section 5.05(a), the Purchaser agrees give promptly such notices to third parties and use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable their best efforts to defend through litigation on obtain such third party consents and estoppel certificates as the merits any claim asserted Purchaser may in court its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated 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 by the Termination Datethis Agreement. (c) Each party The Purchaser shall cooperate and use all reasonable efforts to this Agreement assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties 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 Competition Act. Subject Purchaser in its sole and absolute discretion may deem adverse to the Confidentiality Agreementinterests of the Purchaser, the parties to this Agreement will provide Company or the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsBusiness. (d) The Purchaser shall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination None of the waiting period under Sellers knows of any reason why all the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all authorizations, consents, orders approvals and approvals of Governmental Authorities authorizations necessary for the consummation of the Transactionstransactions contemplated hereby will not be received. (e) Each of the Sellers and the Purchaser agree that, in each case 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 Termination DateClosing, 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) The Purchaser Each of the Parties shall use its commercially reasonable best efforts to obtain promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials 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 Ancillary Agreements and will cooperate fully with the Seller in promptly seeking to obtain all (such authorizations, consents, orders and approvals, “Governmental Approvals”). Each party hereto agrees ONEOK and the NBP Partnerships shall, and ONEOK shall cause the Entities to, cooperate in promptly seeking to make obtain the Governmental Approvals. (b) 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 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 Approvals promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of after the date hereof 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 by Governmental Authorities responsible therefor. As defined further below, the Competition Act, parties shall cooperate in making any such filings. ONEOK and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each NBP Partnerships agree that, during the term of this Agreement, it will not withdraw its filing under any applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its their commercially reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law Legal Requirement that may be asserted by any 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 as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, transactions contemplated by consent decree, hold separate orders, or otherwise, the sale, 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, this Agreement. ONEOK and the entry into such other arrangements as are required NBP Partnerships agree to use commercially reasonable efforts to vacate or advisable in lift any order relating to avoid 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 Transactionstransactions contemplated by this Agreement illegal or otherwise prohibiting their consummation. In additionNotwithstanding any other terms or provisions of this Agreement, in no event shall the Purchaser shall use its reasonable best efforts NBP Partnerships or their Subsidiaries be deemed to defend through litigation on have any obligation to dispose of any assets or properties (including any assets or properties of the merits Entities) or to enter into any claim asserted in court 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 by the Termination Dateother Governmental Approvals. (c) Each party to this Agreement Party shall promptly notify the other parties of any communication it or any of its 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 party 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 to this Agreement No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement Each Party will coordinate and cooperate fully with the other parties Parties in exchanging such information and providing such assistance as such other parties Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Competition ActHSR Act or in connection with any other Governmental Approvals. Subject to the Confidentiality Agreement, the parties to this Agreement Each Party will provide the other parties Parties with copies of all correspondence, filings or communications between them such Party or any of their representativesits 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 Transactionstransactions contemplated by this 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 Parties with documents, material or other information relating to such Party’s valuation of the Business). (d) The Purchaser NBP Partnerships and ONEOK shall not take any action, or enter into any transaction or any agreement (and shall each cause their respective Affiliates to) use commercially reasonable efforts to effect any transaction (including any merger or acquisition but not including transactions or agreements in the ordinary course of business), that would reasonably be expected to make it more difficult to: (i) obtain the expiration or termination of the waiting period under the Competition Act applicable to the purchase of the Purchased Assets contemplated by this Agreement, (ii) obtain the approval under any applicable antitrust, competition or trade regulation law, (iii) 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 prevent the completion of the Transactions, or (iv) obtain all consents, authorizations, consents, orders waivers and approvals of Governmental Authorities necessary for the consummation third parties that any of the TransactionsParties or their respective Affiliates (including the Entities) are required to obtain in order to consummate the transactions contemplated hereby. (e) Northern Border shall use commercially reasonable efforts to list the Common Units to be issued to ONEOK pursuant to this Agreement on the New York Stock Exchange, in each case prior to the Termination DateClosing Date or immediately upon conversion of the 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 requiring a vote of the holders of the outstanding Common Units of Northern Border, as promptly as practicable after the date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each party hereto shall use its all commercially reasonable best efforts to 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 Ancillary Agreements and each such party will cooperate fully with the Seller other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly its respective filing, if necessary, pursuant to the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the 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 Competition Act, and the Purchaser will promptly make all filings or 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 applicable antitrust, competition or trade regulation 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 pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting The Seller Parties shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as MPT may in its sole and absolute discretion deem necessary or desirable in connection with the generality transactions contemplated by this Agreement, including, without limitation, all third party consents that are necessary or desirable in connection with the transfer of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and 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 Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 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 entry into such other arrangements as are required or advisable in order to avoid 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. In addition, the Purchaser shall use its reasonable best efforts to defend through litigation on the merits any 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 by the Termination DateAssumed Contracts. (c) Each party The Purchaser Parties shall cooperate and use commercially reasonable efforts to this Agreement assist the Seller Parties in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser Parties shall promptly notify the have no obligation to give any guarantee or other parties consideration of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation 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. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request nature in connection with the foregoing any such notice, consent or estoppel certificate which MPT in its sole and in seeking early termination of any applicable waiting periods including under the Competition Act. Subject absolute discretion may deem adverse to the Confidentiality Agreement, interests of the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their 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 TransactionsPurchaser Parties. (d) The Purchaser Anything in this Agreement to the contrary notwithstanding, this Agreement shall not take any action, or enter into any transaction or any constitute an agreement to effect assign any transaction (including Asset if an attempted assignment thereof, without the consent of the other party thereto, would constitute a breach or other contravention thereof, noncompliance by any merger Seller Party or acquisition but not including transactions its affiliates thereunder or agreements in any way adversely affect the rights of any Purchaser Party thereunder. The Seller Parties and the Purchaser Parties agree that, in the ordinary course of business)event any consent, that would reasonably be expected approval or authorization necessary or desirable to make it more difficult to: (i) obtain preserve for the expiration Purchaser Parties any right or termination of the waiting period under the Competition Act applicable benefit with respect to any such Asset is not obtained prior to the purchase 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 Purchased Assets contemplated by Seller Parties provide such rights and benefits, the Purchaser Parties shall assume the obligations and burdens with respect thereto in accordance with this Agreement, (ii) obtain the approval under any applicable antitrustincluding, competition or trade regulation lawsubcontracting, (iii) avoid the entry of, the commencement of litigation seeking the entry ofsublicensing, or subleasing to effect the dissolution ofPurchaser Parties, any injunction, temporary restraining order or other order that would prevent the completion and all rights of the Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Transactions, in each case prior to the Termination Dateapplicable Seller Party against a third party thereto.