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

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate in connection with the Stock Purchase; (ii) cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto shall, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement. Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other applicable Antitrust Law and each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by reasonably requested pursuant to applicable Antitrust Law. Each of Acquiror, on the one hand, and the Seller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall pay and shall be solely responsible for the payment of 50% of all filing fees associated with such filings (in the case of the Seller Guarantors, the Sellers, NewCo and the Company, such amounts shall be Transaction Expenses). (b) Each party to this Agreement shall promptly notify the other 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 of the parties to this Agreement shall agree to participate in any in-person or telephonic 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 party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under applicable Antitrust Law, including under the HSR Act. The parties to this Agreement shall, and shall cause their respective Affiliates and their respective Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company; (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. Without limiting the generality of the foregoing, each party may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 8.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the written consent of the party providing such materials, which consent shall not be unreasonably conditioned or delayed. Subject to applicable Law, the parties shall reasonably consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any party. (c) None of the parties hereto shall, or shall permit its respective Affiliates to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to obtain the expiration or termination of the waiting period under applicable Antitrust Law. In connection therewithNothing in this Section 8.2 or otherwise in this Agreement, if (i) shall require Acquiror to take any Action is instituted (action that would prohibit or threatened limit in any respect, or place any conditions on, the ownership or operation by Acquiror or its Affiliates of the Company, the ownership or operation by Acquiror, its Affiliates or the Company of any portion of their respective businesses or assets, or compel Acquiror, its Affiliates or the Company to be instituted) challenging dispose of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights, respectively, in each case as a result of the transactions contemplated hereby as violative of any Lawby this Agreement, and (ii) the Company, Seller Guarantors, the Ambac Parties Sellers and each Policy Beneficiary NewCo shall not have any obligation to agree to or effect the disposition of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation are not contingent upon the closing of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisedescribed herein.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each Seller shall use their or its all commercially reasonable efforts to obtain (or cause the Company and maintain the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties . (b) Each Seller shall or shall cause the Company and each Policy Beneficiary shall reasonably cooperate the Subsidiaries to 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 may in its sole discretion deem necessary or desirable in connection with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative by this Agreement. (c) The Purchaser shall cooperate and use all 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 consideration of any Lawnature 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 reasonably may deem adverse to the interests of the Purchaser, the Ambac Parties Company or any Subsidiary. (d) Each Seller and the Purchaser agrees that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party is not obtained prior to the Closing, each Policy Beneficiary that is party Seller will, subsequent to such Action will reasonably the Closing, cooperate with one another to contest and resist the Purchaser, the Company or any such Action Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, each Seller shall use all of its commercially reasonable efforts to provide the Purchaser, the Company or such Subsidiary, as the case may be, with the rights and to have vacatedbenefits of the affected lease, liftedlicense, reversedcontract, or overturned any decree, judgment, injunction commitment or other orderagreement or arrangement for the term of such lease, whether temporarylicense, preliminary contract or permanentother agreement or arrangement, that is in effect and, if such Seller provides such rights and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreementbenefits, the Ambac Parties Company or such Subsidiary, as the case may be, shall assume the obligations and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseburdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the Anti-Monopoly Law with respect to the 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 Anti-Monopoly Law and each Policy Beneficiary, respectively, of the Purchaser and the Seller shall use their or its commercially reasonable best efforts to obtain and maintain (or cause the Companies, the Subsidiaries or Group Companies to obtain) all other authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Purchaser and each Policy Beneficiary Seller shall reasonably cooperate use their reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable antitrust laws and regulations to consummate and make effective the transactions contemplated by this agreement, including, without limitation, to comply promptly with one another to resolve objections, if any, as all legal requirements which may be asserted by any Governmental Authority imposed on it with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of this Agreement and the transactions contemplated hereby as violative by any Governmental Authorities with regulatory jurisdiction over enforcement of any Lawapplicable antitrust laws (“Governmental Antitrust Entity”) (which actions shall include, without limitation, furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Antitrust Entity). Without limitation of the Ambac Parties foregoing, Seller, Purchaser and each Policy Beneficiary that is party to such Action will reasonably cooperate their respective Affiliates shall not extend any waiting period under any antitrust merger control laws or enter into any agreement with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction antitrust regulator or other orderperson not to consummate the transactions contemplated by this Agreement, whether temporaryexcept with the prior written consent of the other parties hereto. (b) Subject to appropriate confidentiality protections, preliminary or permanentPurchaser and Seller shall each furnish to the other such necessary information and reasonable assistance as the other party may request in connection with the foregoing, that is and shall each provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Antitrust Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Antitrust Entity in effect connection with this Agreement and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby. Each party shall, including by pursuing all available avenues of administrative and judicial appealsubject to applicable law permit counsel for the other party to review in advance any proposed written communication to any Governmental Antitrust Entity. (c) The Seller shall, unless, by mutual agreementor shall cause the Companies, the Ambac Parties Subsidiaries or Group Companies to, give promptly such notices to third parties and each Policy Beneficiary that is use its or their reasonable efforts to obtain such third party to such Action decide that litigation is not consents and estoppel certificates as the Purchaser may in their respective best interests. Nothing its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Seller and each Policy Beneficiary, respectively, the Purchaser shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party's obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement. The Seller will, and will reasonably cause the Pershing Companies to, cooperate with the other Party 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). 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 Ambac Parties Seller and the Purchaser each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, if anyor to cause to be made, as may be asserted (i) an appropriate filing of a notification and report form pursuant to the HSR Act and (ii) any other filing or notification required by any Governmental Authority other applicable Law, in each case, with respect to the Transactions under transactions contemplated by this Agreement within fifteen Business Days after the date of this Agreement in the case of the HSR Act, and as promptly as reasonably practicable in the case of any other filing or notification, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Law. In connection therewith. (b) Each party to this Agreement, if to the extent permitted by applicable Law, shall promptly notify the other party of any Action is instituted (communication it or threatened to be instituted) challenging any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement 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. 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 party in advance and, to the extent permitted by such Governmental Authority, gives the other 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, 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 party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. Subject to the Confidentiality Agreement, each party to this Agreement will provide the other party with copies of all correspondence, filings or communications between it or any of 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 contemplated hereby as violative 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 (b) shall continue to apply to the extent that a Governmental Authority requires a filing or notification promptly following the Closing Date. (c) Each party agrees to cooperate in obtaining any Law, the Ambac Parties other consents and each Policy Beneficiary approvals that is party to such Action will reasonably cooperate may be required in connection with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each party to this Agreement shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement, the Transition Services Agreement and the Ancillary Agreements, LLC Agreement and will reasonably cooperate fully with the other Party parties 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 HSR Act with respect to the transactions contemplated by this Agreement but in no event more than 10 Business Days of the date of this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the generality of the parties’ undertaking pursuant to this Section 5.04(a), none of the Purchaser or its Affiliates nor Parent nor any of its Affiliates shall have an obligation to dispose of any assets material to the Purchaser and its Affiliates, on the one hand, or Parent and its Affiliates, on the other hand, or hold separate any assets material to the Purchaser and its Affiliates, on the one hand, or Parent and its Affiliates, on the other hand, or otherwise agree to any restrictions on the business of the Companies, the Purchaser or any of its Affiliates in connection with obtaining any approval from a Governmental Authority. (b) Without limiting the generality of Section 5.04(a), each party to this Agreement shall permit the other parties 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 of any communication it or any of its Affiliates receives from any Governmental Authority relating to such matters. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Ambac Parties Purchaser will advise Parent promptly in respect of any understandings, undertakings or agreements (oral or written) which the Purchaser proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement. In furtherance and each Policy Beneficiary not in limitation of the foregoing, the Purchaser shall reasonably cooperate with one another use its reasonable best efforts to resolve as promptly as practicable any such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions transactions contemplated by this Agreement under any Lawantitrust, competition or trade regulatory Laws. In 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 opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewithwith the foregoing and in seeking early termination of any applicable waiting periods, if any Action is instituted (including under the HSR Act. Subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, the parties to this Agreement will provide each other with copies of all correspondence, filings or threatened to be instituted) challenging 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 contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Parties Company and each Policy Beneficiary, respectively, the Stockholders shall use their or its commercially reasonable best efforts to obtain and maintain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another Each party hereto agrees to resolve objections, if any, as may be asserted by any Governmental Authority make an appropriate filing pursuant to the HSR Act with respect to the Transactions under transactions contemplated by this Agreement within five Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any Law. In additional information and documentary material that may be requested pursuant to the HSR Act. (b) The Company and the Stockholders shall or shall cause the Subsidiaries to give promptly such notices to third parties and use their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole and absolute discretion deem necessary or desirable in connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of with the transactions contemplated hereby as violative by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Company and the Stockholders 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 of any Lawnature 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 and absolute discretion may deem adverse to the interests of the Purchaser, the Ambac Parties and each Policy Beneficiary Company, any Subsidiary or the Business. (d) The parties hereto agree that, in the event that 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 Company or any Subsidiary is a party is not obtained prior to such Action will reasonably the Closing, the Stockholders will, subsequent to the Closing, cooperate with one another to contest and resist the Purchaser, the Company or any such Action and Subsidiary in attempting to have vacatedobtain such consent, lifted, reversed, approval or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseauthorization as promptly thereafter as practicable.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each Party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary AgreementsAgreement, and will reasonably (ii) cooperate fully with the other Party Parties 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 agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Ambac Parties shall determine the jurisdictions in which filings will be made under the Antitrust Laws within ten (10) Business Days of the date of this Agreement. The applicable Party (or its Affiliate) making any notice or filing with any Governmental Authority as required by this Section 7.04 shall pay all applicable filing or notice fees required in connection therewith. Except as set forth in Section 7.04(a) of the Parent Disclosure Letter, none of Parent or any of its Affiliates shall (i) agree to extend any waiting period or agree to refile under any Antitrust Laws (except with the prior written consent of the Company, which may be withheld in the sole discretion of the Company) or (ii) enter into any agreement with any Governmental Authority agreeing not to consummate the Contemplated Transaction (except with the prior written consent of the Company, which may be withheld in the sole discretion of the Company). (b) Without limiting the generality of the undertakings of the Parties pursuant to Section 7.04(a), and notwithstanding anything in this Agreement to the contrary, each Policy Beneficiary Party shall, and shall reasonably cooperate with one another cause each of its Affiliates to, use reasonable best efforts to resolve objections, if any, as avoid or eliminate each and every impediment under the HSR Act or any other Antitrust Laws that may be asserted by any Governmental Authority with respect or any other Person so as to enable the Parties to close the Contemplated Transactions as promptly as practicable (each, an “Impediment”), and in any event prior to the Transactions under Termination Date; provided, however, that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Parent, the Company or any Lawof their respective Affiliates to (x) propose, negotiate, commit to and effect by consent decree, hold separate orders, trust or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, Liabilities, business, results of operations or condition (financial or otherwise) of (A) Parent, its Affiliates and its and their Subsidiaries, taken as a whole, or of (B) the Company and its Subsidiaries, taken as a whole (each of such actions, a “Burdensome Condition”), and neither the Company nor any of its Subsidiaries shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of Parent. For the avoidance of doubt, reasonable best efforts shall include the taking of any steps necessary to avoid or eliminate an Impediment (other than any action that would constitute or otherwise result in a Burdensome Condition), including entering into a “firewall” consent agreement between Staples and the FTC, limiting the access of persons within Staples or its Affiliates to the commercially sensitive and confidential information the Company or any of its Subsidiaries have received or Staples or any of its Affiliates or Subsidiaries may receive, and such consent agreement shall not constitute a Burdensome Condition and shall not be taken into consideration in determining whether a Burdensome Condition exists. In connection therewithaddition, if each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to defend through litigation on the merits any Action is instituted (Proceeding by any Governmental Authority or threatened any other Person in order to be instituted) challenging any of the transactions contemplated hereby as violative of any Lawavoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that is in effect and that prohibitsnotwithstanding the foregoing, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing contained in this Agreement shall be construed to require Parent, the Company or any of their respective Affiliates to continue litigation beyond the Termination Date or other termination of this Agreement in accordance with Article IX. (c) Each Party not otherwise party shall promptly notify the other Parties of any substantive communication it or any of its Representatives receives from any Governmental Authority relating to the ability to consummate the Contemplated Transactions and permit the other Parties to review in advance any proposed substantive communication by such action Party to commence or join any Governmental Authority. The Party providing communications for review under the foregoing sentence shall consider, in good faith, the suggestions made by the other Parties. None of the Parties shall agree to participate in any litigation meeting or substantive discussion with any Governmental Authority in respect of any filings, investigation (including any regulatory settlement of an investigation), litigation or administrative proceeding)other inquiry relating to the Contemplated Transactions 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 in such meeting or substantive discussion. Nothing contained Each Party shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties 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 Antitrust Law. Each Party shall, and shall cause its Representatives to, provide each other with copies of all substantive correspondence, filings or substantive communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Section 3.02 Agreement and the Contemplated Transactions; provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or Applicable Law and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that a Party may designate information that it views to be commercially sensitive or competitively sensitive to be viewed only by outside antitrust counsel for the other Parties, and such designation shall require be honored by the Parties receiving that information. (d) Each of Parent and Staples agrees that it shall not, and shall cause its Affiliates not to, enter into any Party transaction, or any agreement to waive effect any transaction (including any merger, acquisition or release other business combination) that could reasonably be expected to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any material benefitother Antitrust Law, right or remedy of such Party hereunder or under any Ancillary Agreement other Applicable Law, in respect of the Contemplated Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or otherwiseto effect the dissolution of, any injunction, temporary restraining order or other order that could reasonably be expected to materially delay or prevent the consummation of the Contemplated Transactions or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary or reasonably mutually determined as advisable for the consummation of the Contemplated Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each Party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreementsother Transaction Documents, and will reasonably (ii) cooperate fully with the other Party Parties 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 agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate determine the jurisdictions in which filings will be made under the Antitrust Laws within ten Business Days of the date of this Agreement. The applicable Party (or its Affiliate) making any notice or filing with one another to resolve objections, if anyany Governmental Authority as required by this Section 7.06 shall pay all applicable filing or notice fees required in connection therewith; provided that RMT Parent or GPC, as applicable, shall reimburse the other for its portion of all such filing fees such that RMT Parent and GPC shall bear the cost of such fees evenly. (b) Without limiting the generality of the undertakings of the Parties pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, each Party shall, and shall cause each of its Affiliates to, use reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act or any other Antitrust Laws that may be asserted by any Governmental Authority with respect or any other Person so as to enable the Parties to close the Contemplated Transactions as promptly as practicable, and in any event prior to the Transactions under Termination Date; provided, however, that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require GPC, RMT Parent or any Lawof their respective Affiliates to (x) propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, Liabilities, business, results of operations or condition (financial or otherwise) of (A) SpinCo and the SpinCo Companies, taken as a whole, or of (B) RMT Parent and its Subsidiaries, taken as a whole (each of such actions, a “Burdensome Condition”); and neither GPC, nor SpinCo, nor any of their Subsidiaries shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of RMT Parent. In connection therewithaddition, if each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to defend through litigation on the merits any Action is instituted (Proceeding by any Governmental Authority or threatened any other Person to be instituted) challenging any of the transactions contemplated hereby as violative of any Lawavoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that is in effect and that prohibitsnotwithstanding the foregoing, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing contained in this Agreement shall be construed to require GPC, RMT Parent or any of their respective Affiliates to continue litigation beyond the Termination Date or other termination of this Agreement in accordance with Article IX. (c) Each Party not otherwise party shall promptly notify the other Parties of any communication it or any of its Representatives receives from any Governmental Authority relating to the ability to consummate the Contemplated Transactions and permit the other Parties to review in advance any proposed communication by such action Party to commence or join any Governmental Authority. The Party providing communications for review under the foregoing sentence shall consider, in good faith, the suggestions made by the other Parties. None of the Parties shall agree to participate in any litigation meeting with any Governmental Authority in respect of any filings, investigation (including any regulatory settlement of an investigation), litigation or administrative proceeding)other inquiry relating to the Contemplated Transactions 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 in such meeting. Nothing contained Each Party shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties 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 Antitrust Law. Each Party shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions; provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or Applicable Law and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that a Party may designate information that it views to be commercially sensitive or competitively sensitive to be viewed only by outside antitrust counsel for the other Parties, and such designation shall be honored by the Parties receiving that information. This Section 3.02 7.06(c) shall require not apply with respect to the Internal Reorganization. (d) Each Party agrees that it shall not, and shall cause its Affiliates not to, enter into any Party transaction, or any agreement to waive effect any transaction (including any merger, acquisition or release other business combination) that could reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any material benefitother Antitrust Law, right or remedy of such Party hereunder or under any Ancillary Agreement other Applicable Law, in respect of the Contemplated Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or otherwiseto effect the dissolution of, any injunction, temporary restraining order or other order that could reasonably be expected to materially delay or prevent the consummation of the Contemplated Transactions or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary or reasonably mutually determined as advisable for the consummation of the Contemplated Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each Party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary AgreementsAgreement, and will reasonably (ii) cooperate fully with the other Party Parties 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. The Ambac Each Party agrees to, and shall cause its respective Affiliates to, make promptly its respective legally applicable filing (or draft filing if required by the applicable Governmental Authority), but in no event more than seven (7) Business Days following the date hereof, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. Parent shall be responsible for all HSR Act or other Antitrust Laws filing fees. (b) Without limiting the generality of the undertakings of the Parties pursuant to Section 7.04(a), and notwithstanding anything in this Agreement to the contrary, each Policy Beneficiary Party shall, and shall reasonably cooperate with one another cause each of its Affiliates to, use reasonable best efforts to resolve objections, if any, as avoid or eliminate each and every impediment under the HSR Act or any other Antitrust Laws that may be asserted by any Governmental Authority with respect or any other Person so as to enable the Parties to close the Contemplated Transactions as promptly as practicable (each, an “Impediment”), and in any event prior to the Transactions under Termination Date; provided, however, that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Parent, the Company or any Lawof their respective Affiliates to (x) propose, negotiate, commit to and effect by consent decree, hold separate orders, trust or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, Liabilities, business, results of operations or condition (financial or otherwise) of (A) Parent, its Affiliates and its and their Subsidiaries, taken as a whole, or of (B) the Company and its Subsidiaries, taken as a whole (each of such actions, a “Burdensome Condition”), and neither the Company nor any of its Subsidiaries shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of Parent. For the avoidance of doubt, reasonable best efforts shall include the taking of any steps necessary to avoid or eliminate an Impediment (other than any action that would constitute or otherwise result in a Burdensome Condition). In connection therewithaddition, if each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to defend through litigation on the merits any Action is instituted (Proceeding by any Governmental Authority or threatened any other Person in order to be instituted) challenging any of the transactions contemplated hereby as violative of any Lawavoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that is in effect and that prohibitsnotwithstanding the foregoing, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing contained in this Agreement shall be construed to require Parent, the Company or any of their respective Affiliates to continue litigation beyond the Termination Date or other termination of this Agreement in accordance with Article IX. (c) Each Party not otherwise party shall promptly notify the other Parties of any substantive communication it or any of its Representatives receives from any Governmental Authority relating to the ability to consummate the Contemplated Transactions and permit the other Parties to review in advance any proposed substantive communication by such action Party to commence or join any Governmental Authority. The Party providing communications for review under the foregoing sentence shall consider, in good faith, the suggestions made by the other Parties. None of the Parties shall agree to participate in any litigation meeting or substantive discussion with any Governmental Authority in respect of any filings, investigation (including any regulatory settlement of an investigation), litigation or administrative proceeding)other inquiry relating to the Contemplated Transactions 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 in such meeting or substantive discussion. Nothing contained Each Party shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties 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 Antitrust Law. Each Party shall, and shall cause its Representatives to, provide each other with copies of all substantive correspondence, filings or substantive communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Section 3.02 Agreement and the Contemplated Transactions; provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or Applicable Law and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that a Party may designate information that it views to be commercially sensitive or competitively sensitive to be viewed only by outside antitrust counsel for the other Parties, and such designation shall require be honored by the Parties receiving that information. (d) Parent agrees that it shall not, and shall cause its Affiliates not to, enter into any Party transaction, or any agreement to waive effect any transaction (including any merger, acquisition or release other business combination) that could reasonably be expected to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any material benefitother Antitrust Law, right or remedy of such Party hereunder or under any Ancillary Agreement other Applicable Law, in respect of the Contemplated Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or otherwiseto effect the dissolution of, any injunction, temporary restraining order or other order that could reasonably be expected to materially delay or prevent the consummation of the Contemplated Transactions or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary or reasonably mutually determined as advisable for the consummation of the Contemplated Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Seller and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable best efforts to obtain and maintain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other Party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement and the Ancillary Agreements, . Seller and will reasonably Purchaser shall cooperate with the other Party one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders and approvalsthat Seller shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate If any objections are asserted with one another respect to resolve objections, the transactions contemplated hereby under any Competition Law or if any, as may be asserted any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Purchaser and Seller shall use its reasonable best efforts to promptly resolve such objections. (b) Each Party shall promptly notify the Ambac Parties other 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 each Policy Beneficiary permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that is party are the subject of this Agreement. Neither Party shall agree to such Action will reasonably cooperate participate in any meeting with one another to contest and resist any such Action and to have vacatedGovernmental Authority in respect of any filings, lifted, reversed, or overturned any decree, judgment, injunction investigation or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of inquiry related to the transactions contemplated herebyby this Agreement unless it consults with the other Party in advance and, including to the extent permitted by pursuing all available avenues of administrative such Governmental Authority, gives the other Party the opportunity to attend and judicial appeal, unless, by mutual agreementparticipate at such meeting. Subject to the Confidentiality Agreement, the Ambac Parties shall coordinate and cooperate fully with each Policy Beneficiary that is party to other in exchanging such Action decide that litigation is not information and providing such assistance as the other Party may reasonably request in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.connection with the

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties hereto shall use their or its commercially reasonable efforts to promptly obtain (or, in the case of the Seller, cause the Company and maintain the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make its filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be requested pursuant to the HSR Act. (b) Without limiting the generality of each Policy Beneficiary shall reasonably cooperate with one another party’s undertaking pursuant to resolve objectionsSection 5.04(a), if anyeach party agrees to use its commercially reasonable efforts, as 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 with respect United States or other governmental antitrust authority or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of close the transactions contemplated hereby as violative promptly as practicable, and in any event no later than the Termination Date. (c) Each party to this Agreement shall promptly notify the other party of any Law, communication it or any of its Affiliates receives from any Governmental Authority relating to the Ambac Parties matters that are the subject of this Agreement and each Policy Beneficiary that is permit the other party to review in advance any proposed communication by such Action will reasonably cooperate party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with one another to contest and resist any such Action and to have vacatedGovernmental Authority in respect of any filings, lifted, reversed, or overturned any decree, judgment, injunction investigation or other orderinquiry unless it consults with the other party in advance and, whether temporaryto the extent permitted by such Governmental Authority, preliminary gives the other party the opportunity to attend and participate at such meeting. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties to this Agreement will provide each other with copies of all correspondence, filings or permanentcommunications between them or any of their representatives, that is in effect on the one hand, and that prohibitsany Governmental Authority or members of its staff, preventson the other hand, or restricts consummation of with respect to this Agreement and the transactions contemplated herebyby this Agreement. (d) Except with the prior written consent of the Seller, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreementwhich consent shall not be unreasonably delayed, the Ambac Parties Purchaser and each Policy Beneficiary that is party its Affiliates shall not, prior to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require the expiration or termination of the waiting period (and any Party not otherwise party extension thereof) under the HSR Act, enter into any transaction, or any agreement to such action to commence or join in effect any litigation transaction (including any regulatory merger or administrative proceedingacquisition) to acquire any business in the industries in which the Company and its Subsidiaries operate if such action would reasonably be anticipated to delay or hinder the satisfaction of the condition set forth in Section 8.02(b). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Prior to the Effective Time, each party hereto shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, clearances, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it advisable for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably ; (ii) cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, clearances, consents, orders and approvals; and (iii) provide such other information and documents to any Governmental Authority as such Governmental Authority may reasonably request in connection with the foregoing. The Ambac Parties Company shall pay all applicable filing or notice fees required in connection with any notice or filing made with any Governmental Authority pursuant to this Section 7.06(a). (b) The Company shall, and shall cause each Policy Beneficiary shall reasonably cooperate with one another of its Affiliates to, use reasonable best efforts to resolve objectionsavoid or eliminate each and every impediment under any approval, if anyconsent, as notice requirement or similar that may be asserted by any Governmental Authority with respect or any other Person so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of close the transactions contemplated hereby and by the Ancillary Agreements as violative of promptly as practicable, and in any Lawevent prior to the Termination Date. In addition, the Ambac Parties Company shall, and each Policy Beneficiary that is party shall cause its Affiliates to, defend through litigation on the merits and appeals any Action by any Governmental Authority or other Person in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction or other order, Governmental Order (whether temporary, preliminary or permanent, ) that is would materially delay or prevent the Closing prior to the Termination Date. (c) Each party hereto shall permit the other parties to review in effect advance and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including provide comments (which shall be considered in good faith) on any proposed filing by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is such party to any such Action decide that litigation is not Governmental Authority. Each party shall keep the other party reasonably informed of any material development or substantive communication, meeting or teleconference conducted with any such Governmental Authority in their respective best interests. Nothing in this Agreement shall require respect of any Party not otherwise party to such action to commence filings or join in any litigation investigation (including any regulatory settlement of an investigation) primarily relating to the Merger. Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing. Each party hereto shall, upon reasonable request of the other party, provide the other party with copies of all correspondence, filings or administrative proceeding). Nothing contained in this Section 3.02 shall require communications between them or any Party of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to waive the Merger; provided, however, that materials may be redacted (i) as necessary to comply with contractual requirements or release any material benefit, right applicable Law; and (ii) as necessary to address reasonable attorney-client or remedy of such Party hereunder other privilege or under any Ancillary Agreement or otherwiseconfidentiality concerns.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Investor and each Policy Beneficiary, respectively, the Company shall use their or its commercially reasonable best efforts to obtain (or to enable the other of them or the Subsidiaries to obtain) all the Government Approvals and maintain all other authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and performance by the performance Company or the Investor of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, Stockholder Agreement and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make promptly all appropriate filings and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by any requested in connection with obtaining the Government Approvals and all such other authorizations, consents, orders and approvals of all Governmental Authority Authorities that may be or become necessary with respect to the Transactions under any Lawtransactions contemplated by this Agreement and the Stockholder Agreement. In connection therewithaddition, if any Action is instituted (or threatened each party hereto shall, with respect to be instituted) challenging any of the transactions contemplated hereby as violative and to the extent permitted by Law or by the applicable Governmental Authority: (a) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of), any communications from or with any Governmental Authority (other than OSFI), (b) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Authority (other than OSFI), (c) participate in any meeting or communication with any such Governmental Authority (other than OSFI), (d) furnish the other with copies of all filings and communications between it and any such Governmental Authority (other than OSFI). Notwithstanding any of the foregoing, neither the Investor nor the Company shall be required to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, closure or disposition of any Lawof its assets, properties or businesses in order to obtain any Governmental Approvals or to avoid the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversedentry of, or overturned to effect the dissolution of, any decreeinjunction, judgment, injunction temporary restraining order or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join order in any litigation (including any regulatory suit or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Subject to the terms and conditions of this Agreement and after the Deposit Date, each of the Parties and each Policy Beneficiary, respectively, hereto shall use their or its commercially reasonable best efforts to to: (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary AgreementsAgreements (for the avoidance of doubt, including completing the PRC Filings, the Foreign Exchange Filings and will reasonably obtaining the Foreign Exchange Approvals); (ii) cooperate with the other Party fully 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. The Ambac Parties Each Party shall pay all filing fees or make other similar payments required by applicable Law to be paid by it to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals. (b) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.04 shall require, or be deemed to require, the Buyers or any of their respective Affiliates to agree to or take any action, nor shall the Acquired Companies without the Buyers’ prior written consent, take or agree to take any action, including entering into any consent decree, hold separate order, divestiture or other arrangement or agreement, in each case, that would result in any arrangements, conditions or restrictions imposed by any Governmental Authority that (i) are not conditioned upon the Third Closing, or (ii) would, individually or in the aggregate, reasonably be expected to, have a Material Adverse Effect on (y) the financial condition or result of operations of the Acquired Companies taken as a whole, or (z) the businesses of the Buyers. (c) After the Deposit Date, each Party shall keep the other Party apprised of the content and each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionsstatus of any communications with, if anyand communications from, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions transaction contemplated hereby, including by pursuing all available avenues promptly notifying the other Party of administrative and judicial appeal, unless, by mutual agreement, any communication it or any of its Affiliates receives from any Governmental Authority relating to any review or investigation of the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisetransaction contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Sellers shall use their or its commercially reasonable commercial efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and set forth on Schedule 3.04. Purchaser will reasonably cooperate with the other Party Sellers in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Neither Sellers nor Purchaser shall take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals. (b) Sellers and Purchaser each Policy Beneficiary shall reasonably cooperate agree to make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act and an appropriate filing with one another each appropriate foreign Governmental Authority in connection with the transactions contemplated by this Agreement, in each case within ten Business Days after the date of this Agreement, and to resolve objections, if any, as supply promptly any additional information and documentary material that may be asserted requested by any Governmental Authority pursuant to such filings. In addition, each Party agrees to make, or to cause to be made, promptly any other filing or notice set forth on Schedule 3.04. (c) To the extent permitted by applicable Law, each Party shall promptly notify the other 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. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and any other applicable confidentiality agreements, to the extent permitted by applicable Law, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement and any other applicable confidentiality agreements, to the extent permitted by applicable Law, the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or member of the staff of any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of Related Agreements and the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisethereby.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Purchaser, Seller and each Policy Beneficiary, respectively, the Company shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary AgreementsAgreement, and will reasonably cooperate fully with the each other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties In furtherance, and not in limitation of the foregoing, Purchaser and, where applicable, Seller and the Company shall (i) make or cause to be made the registrations, declarations and filings required of such party under the HSR Act and any other Antitrust Law with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement (and, in the case of any filings required under any Antitrust Law, no later than ten (10) days from the date of this Agreement); (ii) furnish to the other parties as promptly as reasonably practicable all information required for any application or other filing to be made by the other parties pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (“FTC”) or by any other Governmental Authority in respect of such registrations, declarations and filings or such transactions; (iv) promptly notify the other parties of any material communication between that party and the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any Action or threatened Action by a private party, in each Policy Beneficiary case regarding any of the transactions contemplated hereby or any WSOP Claims (including any communication relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)); provided that any communication between a party and the FTC, the DOJ or any other Governmental Authority shall be jointly made (unless such party received prior written consent of the other parties to communicate on its own with such Governmental Authority); (v) subject to applicable Law, discuss with and permit the other parties (and their counsel) to review in advance, and accept all reasonable additions, deletions or changes suggested by the other parties in connection with, any proposed filing or communication to the FTC, the DOJ or any other Governmental Authority or, in connection with any Action or threatened Action by a private party or any other Person, relating to any Antitrust Law or any Action pursuant to any Antitrust Law in connection with the transactions contemplated by this Agreement; (vi) not participate or agree to participate in any substantive meeting, telephone call or discussion (including any meeting, telephone call or discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)) with the FTC, the DOJ or any other Governmental Authority in respect of any filings, investigation or inquiry relating to any Antitrust Law or any Action pursuant to any Antitrust Law in connection with this Agreement or the transactions contemplated hereby 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 in such meeting, telephone call or discussion; (vii) furnish the other parties promptly with copies of all correspondence, filings and communications relating to any Antitrust Law or any Action pursuant to any Antitrust Law between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby; and (viii) act in good faith and reasonably cooperate with one another the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act or any other Antitrust Law with respect to resolve objectionsany such registration, if anydeclaration and filing. (b) Without limiting the generality of Purchaser’s undertaking pursuant to Section 6.03(a), as Purchaser agrees to use reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect or any other parties so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of expeditiously close the transactions contemplated hereby as violative of soon as commercially practicable, but in any Lawevent no later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the Ambac Parties and each Policy Beneficiary that is 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 as are required 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 transactions contemplated hereby. Purchaser shall use reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Outside Date; provided that if any such claims constitute WSOP Claims, then Purchaser’s defense shall be at Seller’s sole cost and expense, and Purchaser shall be under no obligation to take any action in respect thereof until it is indemnified to its satisfaction with respect to any such expenses. In addition, from the date hereof through the Closing, Purchaser shall not make any acquisition or investment, alter its capital structure or ownership, or take any other action, that is in effect and that prohibits, prevents, or restricts consummation of could reasonably be expected to impair its ability to consummate the transactions contemplated herebyhereby under any Antitrust Law. (c) Prior to the Closing, including Purchaser shall submit such information as reasonably requested by pursuing all available avenues Seller regarding Purchaser and its equity holders for the purpose of administrative and judicial appealdetermining compliance with Seller’s compliance policy relating to suitability of counterparties as such policy exists as of the date of this Agreement. (d) If Seller or Purchaser extends the Outside Date pursuant to the proviso in the definition thereof as a result of a Government Order that enjoins, unlessprohibits or otherwise restrains the transactions contemplated hereby , such Seller or Purchaser, as the case may be, shall (i) use reasonable best efforts to remove the injunction, prohibition or restriction giving rise to the extension and/or (ii) use reasonable best efforts to take such actions as may be necessary to consummate the transactions contemplated by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy without violation of such Party hereunder or under any Ancillary Agreement or otherwiseGovernment Order.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each party to this Agreement shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Without limiting the generality of Section 5.04(a), each party to this Agreement shall permit the other parties 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 of any communication it or any of its Affiliates receives from any Governmental Authority relating to such matters. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Transactions under any Law. In connection therewithtransactions contemplated by this Agreement, if any Action is instituted (then such party will endeavor in good faith to make, or threatened cause to be instituted) challenging made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. 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 opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreements and applicable Laws relating to the sharing of information, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreements and applicable Laws relating to the sharing of information, the parties to this Agreement will provide each other 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 contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Parties Purchaser and each Policy Beneficiary, respectively, Purchaser Shareholder shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party Seller Parent and Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Seller Parent, Seller and Intac Trading 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 the Seller). (b) Without limiting the generality of the Purchaser’s and Purchaser Shareholder’s undertaking pursuant to Section 5.03(a), the Purchaser and Purchaser Shareholder agree to use best efforts and to take any and all steps necessary to avoid or eliminate each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionsand every impediment under any antitrust, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect United States or non-United States governmental antitrust authority or any other party so as to enable the Transactions under any Law. In connection therewithparties hereto to expeditiously close the transactions contemplated hereby no later than August 31, if any Action is instituted 2007 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or threatened otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be instituted) challenging acquired by it pursuant hereto as are required 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 transactions contemplated hereby as violative of any Lawhereby. In addition, the Ambac Parties Purchaser and each Policy Beneficiary that is Purchaser Shareholder shall use best efforts to defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (c) Each 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 permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, that is investigation or other inquiry unless it consults with the other parties in effect advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and that prohibitsparticipate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, preventsfilings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or restricts consummation members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Rivian and VIA shall each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizationsthe required approvals, consents, orders and approvals actions or nonactions, or the expiration or termination of all applicable waiting periods under the Antitrust Laws with respect to this Agreement, including using commercially reasonable efforts to make an appropriate response as promptly as reasonably practicable to any requests for additional information or documents by such Governmental Authorities and officials that may be Authority. For the avoidance of doubt, the terms set forth in this Section 2.14 shall also apply to any future required approvals, consents, actions or become necessary to be made or secured by them or it for the execution and delivery ofnonactions, and the performance expiration or termination of their applicable waiting periods under the Antitrust Laws with respect to this Agreement, whether or its respective obligations pursuant not contemplated or expected as of the date hereof. Any filing fees required in respect of applicable Antitrust Laws with respect to this Agreement shall be borne fifty percent (50%) by Rivian and the Ancillary Agreements, fifty percent (50%) by VIA. (b) Rivian and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary VIA shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by in connection with any such filing(s) and in connection with resolving any investigations or other inquiries of any Governmental Authority with respect to achieve the satisfaction of the Antitrust Conditions as soon as practicable after the date of this Agreement. Rivian and VIA shall jointly determine and direct the strategy and process by which the Parties will seek required approvals. To the extent not prohibited by law, Rivian and VIA each shall furnish to the Transactions under other Party information reasonably required to resolve and respond to any Law. In connection therewithsuch investigation, if shall give each other reasonable prior notice of any Action is instituted (or threatened to be instituted) challenging communication with any Governmental Authority and permit representatives of the transactions contemplated hereby as violative other Party to attend any such meeting or teleconference, and shall provide reasonable opportunity to review in advance and comment on drafts of filings and submissions. (c) For the avoidance of doubt, neither Rivian nor VIA shall be obliged to accept any remedies (i.e., conditions, obligations or other requirements, including any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Lawassets, business or portion of its business, conduct, restrict, operate, invest or otherwise change the Ambac Parties assets, business or portions of its business in any manner, or impose any restriction, requirement or limitation on the operation its business or portion of its business) to which the consents, approvals, orders and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest authorizations set out in Schedule 2.11(b) are subject, and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation non-acceptance shall not constitute a breach of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained obligations set forth in this Section 3.02 2.14; provided, however, that any contemplated or proposed remedies notwithstanding, each of Rivian and VIA shall require any Party use their commercially reasonable efforts to waive or release any material benefit, right or remedy achieve the satisfaction of such Party hereunder or under any Ancillary Agreement or otherwisethe Antitrust Conditions as soon as practicable after the date of this Agreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Parent, Merger Sub and each Policy Beneficiary, respectively, the Company shall use their or its commercially reasonable efforts to provide all notices and obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary AgreementsDocuments, and the Company will reasonably cooperate with cause the other Party Acquired Companies to cooperate fully with Parent and Merger Sub in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties . (b) In addition to and not in limitation of the covenants contained in Section 6.06(a), each Policy Beneficiary shall reasonably of Parent and the Company will (a) take promptly all actions necessary to make the filings required of Parent and the Company under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by the parties from the FTC or the Antitrust Division of the DOJ pursuant to the HSR Act and (c) cooperate with one another to resolve objections, if any, as may be asserted by each other in connection with the other party’s filing under the HSR Act and in connection with resolving any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (investigation or threatened to be instituted) challenging any of other inquiry concerning the transactions contemplated hereby as violative of any Law, by this Agreement commenced by either the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, FTC or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation the Antitrust Division of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence DOJ or join in any litigation (including any regulatory or administrative proceeding)state attorneys general. Nothing contained in this Section 3.02 herein shall require Parent to agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any Party action relating to waive its business, product lines or release any material benefitassets. (c) Each Acquired Company shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as Parent or Merger Sub may reasonably deem necessary or desirable in connection with the Transactions, right or remedy including obtaining such third party consents necessary for the assignment of such Party hereunder or under any Ancillary Agreement or otherwisecertain Contracts.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties hereto shall use their or its commercially reasonable best efforts to promptly obtain (or, in the case of the Seller, cause the Company and maintain the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make its filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within twenty Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be requested pursuant to the HSR Act. (b) Without limiting the generality of the Purchaser's undertaking pursuant to Section 5.04(a), the Purchaser agrees to use its best efforts, and to take any and all steps necessary, to avoid or eliminate each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionsand every impediment under any antitrust, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect United States governmental antitrust authority or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of close the transactions contemplated hereby as violative of promptly as practicable, and in any Lawevent no later than the Termination Date, including negotiating, committing to and effecting as promptly as practicable, by consent decree, hold separate orders, or otherwise, the Ambac Parties 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 each Policy Beneficiary that is the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as practicable. (c) Each party to this Agreement shall promptly notify the other 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 or the Settlement Agreements and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, that is investigation or other inquiry unless it consults with the other party in effect advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and that prohibitsparticipate at such meeting. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, preventsincluding under the HSR Act. The parties to this Agreement will provide each other 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 contemplated by this Agreement. (d) Neither party shall enter into any transaction, or restricts any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the completion of the transaction contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any and the Ancillary Agreement or otherwiseAgreements.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties hereto shall use their or its commercially reasonable best efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Subject to applicable law and the instructions of any Governmental Authority, NASD and NYSE Regulation shall keep each Policy Beneficiary shall reasonably cooperate other appraised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with one another to resolve objections, if anycopies of notices or other communications received by any NYSE Company or NASD, as the case may be asserted by be, or any or their respective Subsidiaries, from any third party and/or any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted such transactions. (or threatened to be institutedb) challenging any Each of the transactions contemplated hereby as violative parties shall promptly keep the other party apprised of any Law, the Ambac Parties and each Policy Beneficiary that is party status of material matters relating to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts the consummation of the transactions contemplated hereby, including: (i) any notice or other communication from any Person alleging that the consent of such Person was required in connection with the transactions contemplated by this Agreement; (ii) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iii) any action, claim, suit, arbitration, proceeding, summons, subpoena or prosecution or, to its knowledge (but, in the case of the NYSE Companies, to the NYSE’s Knowledge) inquiries or investigations commenced, or, to its knowledge (but, in the case of the NYSE Companies, to the NYSE’s Knowledge), any of the foregoing that are threatened, against, relating to or involving or otherwise affecting any other party or any of such other party’s Affiliate that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.08 or Section 4.04 or that relate to the consummation of the transactions contemplated by this Agreement. (c) NYSE Regulation shall use its reasonable best efforts to negotiate and obtain any and all waivers, permits, approvals, consents, licenses or sublicenses (including from the parties to the Material Contracts listed on Section 3.12(a) of the Disclosure Schedule) that may be required in connection with the transactions contemplated by the Acquisition Documents; provided that, in the event and to the extent that NYSE Regulation is unable to obtain prior to the Closing any such required waivers, permits, approvals, consents, licenses or sublicenses, it shall (i) obtain commercially reasonable substitutes, (ii) use its reasonable best efforts to provide or cause to be provided to NASD the benefits of any such contract, (iii) cooperate in any arrangement commercially reasonable and lawful that is designed to provide such benefits to NASD, and (iv) enforce for the account of NASD any rights of arising from such contracts that NASD directs to be enforced. For the avoidance of doubt, any expenses, fees, liabilities or costs (other than caused by the gross negligence or willful misconduct of a NYSE Company) incurred in connection with any of the foregoing, including in connection with obtaining such waivers, permits, approvals, consents, licenses or sublicenses and/or providing such commercially reasonable substitutes, or obtaining any of the foregoing in connection with the provision of services under the Transition Services Agreement, or any expenses, fees, liabilities or costs (other than caused by the gross negligence or willful misconduct of a NYSE Company) incurred in connection with the absence of or failure to obtain (other than due to the failure by any NYSE Company to comply with this Section 5.04(c)) any waiver, permit, approval, consent, license or sublicense in connection with the transactions contemplated by this Agreement or the Transition Services Agreement, shall be borne solely by NASD. For the avoidance of doubt, provided that NYSE Regulation has complied with this Section 5.04, any failure by any NYSE Company to deliver an asset at Closing due to the failure to obtain any waiver, permit, approval, consent, license or sublicense shall not be a breach of any of the Acquisition Documents. (d) From and after the date hereof until the Closing, NYSE Regulation and NASD shall use their respective reasonable best efforts, including by pursuing allocating sufficient personnel and other resources, to identify all available avenues of administrative transition services NASD requires in order to conduct the Transferred Operations on a fully integrated basis after the Closing and judicial appeal, unless, by mutual agreement, to develop each Schedule to the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseTransition Services Agreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary(a) Mylan and, respectivelywhere applicable, Abbott shall use their make or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made or secured by them or it for all initial submissions pursuant to the execution EU Merger Regulation and delivery ofthe Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8, and the performance of their or its respective obligations all filings required pursuant to the HSR Act, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event no later than twenty (20) U.S. Business Days from the date hereof). Mylan and, where applicable, Abbott shall promptly make or cause to be made all additional filings required pursuant to the EU Merger Regulation and the Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8. Abbott and Mylan each shall (i) promptly supply the other Party with any information which is required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from any Governmental Authority relating to matters that are the subject of this Agreement and (iii) agree not to extend any waiting period under the Ancillary AgreementsHSR Act, the EU Merger Regulation or any other Competition/Investment Laws in respect of, or enter into any agreement with any Governmental Authority not to consummate, the transactions contemplated by this Agreement, except with the prior written consent of the other Party, not to be unreasonably withheld, delayed or conditioned. Abbott and will reasonably cooperate Mylan each shall (1) promptly notify the other Party of any material communication between that Party and any Governmental Authority relating to matters that are the subject of this Agreement; (2) consult with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate advance of participating in any meeting or discussion with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewithfilings, if any Action is instituted (investigation or threatened to be instituted) challenging any of inquiry concerning the transactions contemplated hereby by this Agreement and, to the extent permitted by such Governmental Authority, give the other Party (and its counsel) the opportunity to attend and participate thereat; (3) subject to applicable Law, discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication to any Governmental Authority concerning the transactions contemplated by this Agreement or relating to any investigation, inquiry or other proceeding arising in connection with or relating to the transactions contemplated by this Agreement; and (4) subject to applicable Law, furnish the other Party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, in each case, with respect to the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, Mylan shall take any and all steps necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Competition/Investment Law so as violative to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition or license of any Lawassets, properties, businesses, rights or product lines of New Mylan, Mylan, its Subsidiaries or the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversedBusiness, or overturned any interests therein, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Mylan’s, New Mylan’s or their respective Affiliates freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, rights or product lines of New Mylan, Mylan, its Subsidiaries or the Business, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any decree, judgment, injunction Order or other order, judgment (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing; provided, however, that Mylan shall not be required to propose, negotiate, commit to, effect or take any action that is in effect and that prohibits, prevents, or restricts not conditioned upon the consummation of the transactions contemplated herebyBusiness Transfer. Mylan shall use its reasonable best efforts to defend through appropriate Action any claim asserted in court by any Person in order to avoid entry of, including by pursuing all available avenues of administrative and judicial appealor to have vacated or terminated, unlessany decree or preliminary injunction that would restrain, by mutual agreementprevent or delay the Closing. Notwithstanding the foregoing, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing in this Agreement shall be construed to require Mylan to defend through Action any claim asserted in court by any Party not otherwise party in order to such action avoid entry of, or to commence have vacated or join in terminated, any litigation (including any regulatory permanent injunction or administrative proceeding). Nothing contained litigation that would restrain, prevent or delay the Closing. (c) Notwithstanding anything to the contrary herein, Abbott and its Affiliates shall not, without Mylan’s prior written consent, propose, negotiate, commit to, effect or take any action in respect of any impediment or objection that may be asserted with respect to the transactions contemplated by this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or Agreement under any Ancillary Agreement or otherwiseCompetition/Investment Law.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the parties hereto shall, and each Policy Beneficiaryshall cause their respective Affiliates to, respectively, shall use their or its commercially reasonable efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be are necessary or become necessary to be made or secured by them or it required for the execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably other Transaction Documents; (ii) cooperate with the other Party party hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto agrees to, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates to, make promptly after the date of this Agreement its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe 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 HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable after the date of this Agreement its respective filings and notifications (including any joint filings), 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 shall, and shall cause its Affiliates to, pay all fees or other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser shall, and shall cause each of its Affiliates to, use its 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 with respect or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of close the transactions contemplated hereby as violative of promptly as practicable, and in any Lawevent prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the Ambac Parties sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and each Policy Beneficiary that is the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall, and shall cause its Affiliates to, defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that is such litigation in effect 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 prohibitsare the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, preventsinvestigation (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. The parties to this Agreement shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act, or restricts obtaining clearance or approval under any other antitrust, competition or trade regulation Law applicable to this Agreement. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; and (ii) as necessary to comply with contractual arrangements. Attorney-client, work product and any privileged information shall be exchanged so as to preserve the attorney-client, work product or any applicable privilege or confidentiality concerns. This Section 5.04(c) shall not apply with respect to the Restructuring Transactions. (d) The Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby; or (iii) obtain all authorizations, including consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties Each of the Purchaser and each Policy Beneficiary, respectively, the Company shall (or shall cause their subsidiaries or affiliates to) use their or its commercially respective reasonable best efforts to obtain make the regulatory filings set forth in Schedule 6 and maintain all authorizationsotherwise to take, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made taken, all actions and to do, or secured cause to be done, all things necessary or desirable under applicable laws to consummate the transactions contemplated by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and to cause the Ancillary Agreementsconditions set forth in subclause (a)(i) of Annex 2 to be satisfied as promptly as practicable after the date of this Agreement; provided, that, with respect to seeking the regulatory and other authorizations set forth in subclauses (a)(i)(A) and (a)(i)(B) of Annex 2 hereof, the Purchaser shall not be required to engage in any activities that would constitute a Burdensome Condition or agree to any mitigation terms that would require the Purchaser to engage in such Burdensome Condition. In furtherance of the foregoing, and will reasonably cooperate with subject to applicable law, each of the Purchaser and the Company shall promptly inform the other Party party of any material substantive communication with any U.S. or foreign governmental authority relating to the transactions contemplated by this Agreement, and shall provide copies of any written communications with any U.S. or foreign governmental authority regarding the transactions contemplated by this Agreement; provided, that materials may be redacted (i) to remove references concerning the valuation, (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, including the redaction of any competitively sensitive information in promptly seeking which case such competitively sensitive information shall be shared with external counsel only. Neither the Purchaser nor the Company shall independently participate in any substantive meeting with any U.S. or foreign governmental authority in respect of any filings, investigation, or other inquiry without giving the other party prior written notice of the meeting and, to obtain all the extent permitted by such authorizationsU.S. or foreign governmental authority, consents, orders and approvalsthe opportunity to attend and/or participate. The Ambac Parties parties shall consult and each Policy Beneficiary shall reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to resolve objections, if any, as may be asserted by any Governmental Authority U.S. or foreign governmental authority in connection with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties shall use their or its commercially reasonable efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another Each party hereto agrees to resolve objectionsmake promptly its respective filing, if anynecessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within three (3) 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 HSR Act. Neither Parent nor the Seller shall be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval. (b) Without limiting the generality of each party’s undertaking pursuant to Section 5.04(a), each party agrees to use its reasonable 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 with respect United States antitrust authority or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of expeditiously close the transactions contemplated hereby as violative of any Lawno later than December 1, 2011 (the “Termination Date”). In addition, the Ambac Parties and each Policy Beneficiary that is Purchaser shall use its reasonable efforts to defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent, ) that is in effect and that prohibits, prevents, or restricts consummation of would prevent the transactions contemplated hereby, including Closing by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party Termination Date unless the parties to such Action decide this Agreement agree that litigation is not in their respective mutual best interests. Nothing . (c) Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be under any obligation to make proposals, execute or perform agreements or submit to orders providing for a Divestiture. (d) Each party to this Agreement shall require promptly notify the other party of any Party not otherwise 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 action party to commence or join any Governmental Authority. Neither party to this Agreement shall agree to participate in any litigation (including meeting with any regulatory Governmental Authority in respect of any filings, investigation or administrative proceeding). Nothing contained other inquiry in respect of this Section 3.02 shall require any Party Agreement unless it consults with the other party in advance and, to waive or release any material benefitthe extent permitted by such Governmental Authority, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.gives the other party the opportunity to attend and participate at such

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain and maintain as promptly as practicable all authorizationsPermits, consents, orders approvals and approvals authorizations of all third parties and Governmental Authorities and officials that may be Entities which are necessary or become necessary advisable to be made or secured consummate the transactions contemplated by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and by the Ancillary Agreementsother Transaction Agreements (including, without limitation, the Requisite Regulatory Approvals) and will reasonably cooperate to comply with the other Party in promptly seeking to obtain terms and conditions of all such authorizationsPermits, consents, orders approvals and approvals. The Ambac Parties authorizations of all such third parties and Governmental Entities. (b) Each of the parties hereto shall, upon request, furnish each Policy Beneficiary shall reasonably cooperate other with one another all information concerning themselves, their Subsidiaries, directors, officers and shareholders or other equity holders (to resolve objections, if any, the extent applicable) and such other matters as may be asserted reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, any of its Subsidiaries or the Purchaser to any Governmental Authority Entity in connection with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of by this Agreement. (c) The parties hereto shall promptly advise each other upon receiving any Law, the Ambac Parties and each Policy Beneficiary that communication from any Governmental Entity whose consent or approval is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts required for consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such Action decide that litigation is not approval will be materially delayed or conditioned. (d) The Company shall consult with the Purchaser in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release connection with the preparation of any material benefit, right submissions to the SBA and shall provide the Purchaser with a reasonable opportunity to review and comment upon any such submissions prior to furnishing or remedy of filing such Party hereunder submission to or under any Ancillary Agreement or otherwisewith the SBA.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Upon the terms and conditions hereof each of the Parties shall, and each Policy Beneficiaryshall cause its controlled Affiliates to, respectively, shall use their or its commercially reasonable efforts to obtain as promptly as practicable all material Consents of any Governmental Authority required in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, by (i) filing, or causing to be filed, any Notification and maintain all authorizationsReport Form and related material required under the HSR Act as soon as reasonably practicable after the date of this Agreement but, consentsin any event, orders unless specifically agreed otherwise by the Sellers and approvals Buyer, no later than ten (10) calendar days after the date of all Governmental Authorities this Agreement, and officials by using its commercially reasonable efforts to be able to certify, and to certify, as soon as reasonably practicable, its substantial compliance with any such requests for additional information or documentary material that may be made under the HSR Act, unless the Sellers and Buyer mutually determine that it is reasonable under the circumstances not to comply substantially with any requests for additional 38 information and documentary material under the HSR Act and furnishing, or become necessary causing to be made furnished, to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or secured proprietary information not directly related to the transactions contemplated by them or it for the execution and delivery ofthis Agreement, and keeping the performance other Parties reasonably informed with respect to the status of their each clearance, approval or its respective obligations pursuant to waiver sought from a Governmental Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsmaterial communications between such Party and such Governmental Authority; (ii) not acquiring or agreeing to acquire (and not permitting any controlled Affiliate to acquire or agree to acquire) any business, Person or division thereof, or otherwise acquiring or agreeing to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from any Governmental Authority with respect to the transactions contemplated by this Agreement and will reasonably cooperate with the (iii) generally taking, or causing to be taken, all other Party in promptly seeking actions necessary to obtain all such authorizationsavoid or eliminate each and every impediment under any antitrust, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions under transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the Termination Date; provided, however, that in no case shall the Parties 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. In connection therewith). (b) Each of the Sellers and Buyer shall, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any Action is instituted (communications from or threatened with any Governmental Authority with respect to be instituted) challenging any of the transactions contemplated hereby as violative by this Agreement; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate proposed written or any oral communication with one another to contest and resist any such Action Governmental Authority; (iii) not participate in any meeting or have any communication with any such Governmental Authority unless it has given the other an opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend and participate therein; and (iv) furnish the other Party with copies of all filings and communications between it (or its advisors) and any such Governmental Authority with respect to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Sellers and each Policy Beneficiary, respectively, the Purchasers shall use their or its commercially reasonable efforts to obtain promptly (and maintain in any case prior to December 31, 2008) all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other parties’ obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Sellers and the Ancillary Agreements, and will reasonably Purchasers shall cooperate with the other Party in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Sellers 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 Sellers). Neither the Sellers nor the Purchasers 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. Sellers and approvals. The Ambac Parties Purchasers each agree to make, or to cause to be made: (i) an appropriate filing of a notification and report form pursuant to the HSR Act; and (ii) any other filing or notification required by any other Competition/Investment Laws, in each Policy Beneficiary shall reasonably cooperate case, with one another respect to resolve objectionsthe transactions contemplated by this Agreement within 21 days after the date of this Agreement, if any, as and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other Competition/Investment Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of any Competition/Investment Law, each of the Ambac Parties Sellers and the Purchasers shall use its commercially reasonable efforts to promptly resolve such objections. (b) To the extent required by applicable Law, each Policy Beneficiary that is party to such Action will reasonably cooperate of ASSA and International Seller shall inform and consult with one another to contest its respective works council and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation provide it with all of the required information regarding the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is this Agreement. (c) Each party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require promptly notify the other parties of any Party not otherwise 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 parties to review in advance any proposed communication by such party to such action any Governmental Authority relating to commence or join the matters that are the subject of this Agreement. Neither the Sellers nor the Purchasers, as applicable, shall agree to participate in any litigation meeting with any Governmental Authority in respect of any filings, investigation (including any regulatory settlement of the investigation), litigation or administrative proceeding)other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Nothing contained Subject to the Confidentiality Agreement, the parties to this Agreement shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other 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/Investment Laws. Subject to the Confidentiality Agreement, the parties to this Section 3.02 Agreement shall require provide each other party with copies of all correspondence, filings or communications between them or any Party of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary this Agreement or otherwiseand the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Each of the Parties and each Policy Beneficiary, respectively, hereto shall use their or its all commercially reasonable efforts to obtain and maintain all permits, authorizations, consents, orders and approvals of of, and give all notices to or make all filings with, all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it appropriate for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the each other Party party hereto in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. The Ambac Parties approvals and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, give all such notices or make all such filings and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted requested pursuant thereto. Each Party further agrees to promptly inform the other Parties of any communication received by it from any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging regarding any of the transactions contemplated hereby as violative and to keep such other Parties apprised of the status of any Lawsuch communications; provided, however, that the Ambac Parties and each Policy Beneficiary that is party Partnership shall not be required to such Action will reasonably cooperate disclose communications with one another Governmental Authorities regarding the Investment Canada Act to any other Party. Each Party agrees to use all commercially reasonable efforts to contest and resist any such Action seeking to restrain, enjoin or alter the transactions contemplated by this Agreement and to have vacated, lifted, reversed, or overturned any decree, judgmentavoid the imposition of such restraint, injunction or alteration, and if any such Governmental Order has been granted, to use all commercially reasonable efforts to have such Governmental Order vacated or lifted. Each Party hereunder may require that non-public or confidential commercial information designated by such Party shall be furnished only to outside counsel of the other order, whether temporary, preliminary or permanent, that is Party and not to such other Party in effect accordance with the terms of a joint defense and that prohibits, preventsconfidentiality agreement to be entered into among the Parties at such time. (b) SunSource shall, or restricts shall cause the other SunSource Entities, to use all commercially reasonable efforts to obtain all required consents and approvals of, and to give all required notices to, third parties, including, without limitation, such consents, approvals and notices as the Partnership may reasonably request, in connection with the execution of this Agreement and the consummation of the transactions contemplated herebyby this Agreement. The Partnership shall cooperate and use commercially reasonable efforts to assist in obtaining such consents and approvals and in giving such notices. (c) A&H Holding shall obtain and deliver to the Partnership on or prior to the Closing Date a clearance certificate or certificates issued by the Minister of National Revenue of Canada under Section 116 of the Income Tax Act (Canada) ("Section 116") with respect to (i) the contribution and transfer of the Canada Shares to the Partnership pursuant to Section 2.1(a)(ii) of this Agreement having a certificate limit (within the meaning of Section 116) equal to the aggregate of the consideration paid for the Canada Shares pursuant to the terms of this Agreement, including by pursuing all available avenues and (ii) the ▇▇▇▇▇▇ Share Distribution having a certificate limit (within the meaning of administrative and judicial appeal, unless, by mutual agreementSection 116) equal to the aggregate of the consideration paid for the ▇▇▇▇▇▇ Shares (collectively, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding"Tax Compliance Certificates"). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Seller Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the their execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will shall reasonably cooperate with the other Party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Purchaser and each Policy Beneficiary Parent shall use commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Ancillary Agreements and shall reasonably cooperate with one another the Seller Parties in promptly seeking to resolve objectionsobtain all such authorizations, if anyconsents, as may be asserted orders and approvals. (b) The Seller Parties shall give promptly such notices to third parties and use commercially reasonable efforts (including by any Governmental Authority timely payment of reasonable transfer fees or other costs requested by those third parties) to obtain such third party consents and estoppel certificates with respect to the Transactions under third parties listed on Section 3.05 to the Disclosure Schedule (other than with respect to the Yahoo Service Order). The Purchaser shall cooperate and use all commercially 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 Law. In guarantee or other consideration of any nature in connection therewithwith any such notice, if consent or estoppel certificate or to consent to any Action is instituted (change in the terms of any agreement or threatened arrangement that the Purchaser in its sole discretion may deem adverse to be instituted) challenging any the interests of the transactions contemplated hereby as violative of any Law, Purchaser or the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Business. (c) Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement shall be construed as an attempt, obligation or otherwiseagreement to assign any Purchased Asset, which by its terms or by law is nonassignable without the consent, approval or authorization of, or other action by, or filing with or notification to, a third party unless and until such consent, approval, authorization, action, filing or notification shall be given or made. The Seller and the Purchaser agree that, if any consent, approval or authorization necessary to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement, in each case constituting a Purchased Asset to which the Seller is a party, is not obtained prior to the Closing, the Seller shall, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. The Purchaser agrees to use commercially reasonable efforts to assist the Seller in obtaining the consent to assignment of the Seller’s technology and support agreement, which commercially reasonable efforts shall include extending the term of such agreement for one year provided that such extension shall not provide for any minimum monthly payments. If such consent, approval or authorization cannot be obtained despite the commercially reasonable efforts of both the Seller and the Purchaser, the Seller shall use its commercially reasonable efforts to provide the Purchaser to the extent permitted by applicable Law with the rights and benefits, net of the cost and expense of performance, 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.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Parent, Purchaser and each Policy Beneficiary, respectively, the Company shall use their or its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate the Transactions as promptly as reasonably practicable; and (ii) obtain and maintain all authorizations, from any Governmental Authority any consents, licenses, permits, waivers, clearances, approvals, authorizations or orders and approvals of all Governmental Authorities and officials that may be or become necessary required to be made obtained or secured made, or avoid any Proceeding by them or it for any Governmental Authority, in connection with the authorization, execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with consummation of the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by Transactions. (b) If any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action administrative or judicial Proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any the consummation of the transactions contemplated hereby Transactions as violative of any applicable Law, each of the Ambac Parties Parent, Purchaser and each Policy Beneficiary that is party to such Action will reasonably the Company shall, and shall cause their respective Affiliates to, cooperate with one another the other Parties (other than the Holder Representative) and use their commercially best efforts to contest and resist resist, except insofar as the Company, the Parent and the Purchaser may otherwise agree, any such Action and to have vacatedProceeding, liftedincluding any Proceeding that seeks a temporary restraining order or preliminary injunction that would prohibit, reversed, prevent or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts restrict consummation of the transactions contemplated herebyTransactions, including by pursuing all available avenues of administrative and judicial appealprovided, unlesshowever, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not nothing in their respective best interests. Nothing this ‎Section 6.05 or otherwise in this Agreement shall require the Parent, the Purchaser or their Affiliates, nor permit the Company or its Affiliates, to enter into or agree to enter into any Party not otherwise party to such action to commence understanding, undertaking, settlement, consent decree, stipulation or join agreement that would limit in any litigation manner the Parent's or the Purchaser’s or their Affiliates’ ability to operate the Business following the Closing in its absolute discretion, or require the sale, divestiture, holding separate (including by establishing a trust or otherwise) or license of any regulatory of the Assets, Securities or administrative proceedingbusinesses of any of the Parent, the Purchaser, the Company or their respective Affiliates. (c) To the extent instructed by Purchaser, the Company shall give termination notices to third parties pursuant to the Contracts listed in ‎Section 6.05(c) pursuant to a form of consent reasonably acceptable to the Purchaser (to the extent that such consent is required); provided that the termination of any such Contract is permitted pursuant to the terms of any such Contract as in existence as of the date of this Agreement. Nothing Notwithstanding anything set forth in this Agreement, nothing contained in this Section 3.02 Agreement shall require give the Purchaser, directly or indirectly, any Party right to waive control or release direct any material benefitof the operations of the Company and its Subsidiaries prior to the Closing. Prior to the Closing, right or remedy the Company shall exercise, consistent with the terms and conditions of such Party hereunder or under any Ancillary Agreement or otherwisethis Agreement, full and absolute control and supervision over its business operations.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties shall use their or its commercially reasonable efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Seller 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 the Seller). (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 6.04(a), the Purchaser agrees to use its commercially reasonable efforts and to avoid or eliminate each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionsand every impediment under any antitrust, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of expeditiously close the transactions contemplated hereby no later than December 3, 2018 (the “Termination Date”); provided, however, that to the extent the Closing has not occurred on or prior to December 3, 2018 and the parties have used their respective commercially reasonable efforts to effectuate the Closing by December 3, 2018, then the Termination Date shall be deemed to be January 31, 2019 for all purposes under this Agreement. Notwithstanding any provision of this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to (i) propose, negotiate, commit to or effect, 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 as violative are required to be divested, (ii) terminate, relinquish, modify existing relationships, ventures, contractual rights, obligations or other arrangements of Purchaser, its Affiliates or any member of the ▇▇▇▇▇▇ Group or any of their respective Subsidiaries or (iii) create any relationship, venture, contractual rights, obligation or other arrangement of Purchaser, its Affiliates or any member of the ▇▇▇▇▇▇ Group or any of their respective Subsidiaries, in order to remedy or otherwise address the concerns (whether or not formally expressed) of any LawGovernmental Authority under the HSR Act or other applicable Laws. (c) Each of the parties 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 parties to review in advance any proposed communication by such party to any Governmental Authority. 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 Ambac Parties parties will coordinate and cooperate fully with each Policy Beneficiary that is party other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Subject to such Action the Confidentiality Agreement, the parties will reasonably cooperate provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one another hand, and any Governmental Authority or members of its staff, on the other hand, with respect to contest this Agreement and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Buyers and each Policy Beneficiary, respectively, the Sellers shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities Entities and officials that may be or become are necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each of the Buyers and each Policy Beneficiary shall reasonably cooperate the Sellers agrees to make its filing pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement on or before November 10, if any, 2006 and to supply as promptly as practicable to the appropriate Governmental Entities any information and documentary material that may be requested pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any other applicable antitrust, competition or trade regulation law. (b) Without limiting the generality of the Buyers' undertaking pursuant to Section 4.2(a), each Buyer agrees 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 that is asserted by any Governmental Authority with respect Entity (through the Head of the Governmental Entity or Division thereof) or any other party so as to enable the Parties hereto to close the transactions contemplated hereby, prior to the Transactions under any Law. In connection therewithTermination Date, if any Action is instituted including but not limited to (i) negotiating, committing to and effecting by consent decree, hold separate orders, or threatened otherwise, the sale, divesture or disposition of such of the Buyers' assets, properties or businesses or of the Company's properties or businesses to be instituted) challenging acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary in order 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 preventing the consummation of the transactions contemplated hereby as violative of by this Agreement prior to the Termination Date and (ii) defending through litigation on the merits any Lawclaim asserted in court by any party in order to avoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring prior to the Termination Date; provided, however, that is such litigation in effect no way limits the obligation of each Buyer 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 Buyer and each Seller shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Entity relating to the matters that prohibitsare the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Entity. Neither any Buyer nor any Seller shall agree to participate in any meeting with any Governmental Entity in respect of any filings, preventsinvestigation (including any settlement of the investigation), litigation, or restricts consummation other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate at such meeting. Each Buyer and each Seller will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. Each Buyer and each Seller will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement. (d) Neither any Buyer nor any Seller shall 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act applicable to the 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 prevent the completion of the transactions contemplated hereby, including or (iv) obtain all authorizations, consents, orders and approvals of Governmental Entities necessary for the consummation of the transactions contemplated by pursuing all available avenues this Agreement, in each case prior to the Termination Date. (e) Each Buyer and each Seller agrees that, during the term of administrative this Agreement, it will not withdraw its filing under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any other applicable antitrust, competition or trade regulation law without the written consent of the other party. (f) Each Buyer and judicial appealeach Seller agrees that it will not enter into any timing agreement with any Governmental Entity without the written consent of the other party. (g) In the event any Buyer or any Seller receives a Second Request in connection with the transactions contemplated by this Agreement, unlesssuch party will comply with such request as provided by Section 7A(e) of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act not more than 60 days from the date of service of the request. For purposes of this provision, a party shall be deemed to have complied with any such request by mutual agreementproviding a response that the party in good faith believes to be in substantial compliance notwithstanding any Governmental Entity's ultimate refusal to certify substantial compliance within the 60-day period. In the event that a party receives a subpoena or civil investigative demand requesting materials and information similar to that usually demanded in a Second Request, such Party shall comply with such subpoena or civil investigative demand not more than 60 days from the date of service of the subpoena or civil investigative demand. In the event the Governmental Entity disputes the adequacy of compliance by a party with respect to a Second Request, subpoena, or civil investigative demand, the Ambac Parties party shall endeavor to satisfy the Governmental Entity so as to minimize any delay in the conduct or resolution of the investigation. (h) Each Buyer shall be responsible for making any settlement offers and each Policy Beneficiary that is party negotiating any consent decree or consent order with any Governmental Entity in order to such Action decide that litigation is not in their respective best interests. Nothing in permit the transactions contemplated by this Agreement to be consummated prior to the Termination Date. Each Buyer agrees that, at any time in an investigation, if a Governmental Entity suggests or proffers a settlement of the investigation to permit the transactions contemplated by this Agreement to close, each Buyer shall require any Party not otherwise party to such action to commence or join promptly (and in any litigation event within one (including 1) Business Day) communicate the terms of the offer to the Sellers. Each Buyer, in its sole discretion, may accept or reject any regulatory settlement of the investigation proposed by any Governmental Entity, provided that each Buyer's actions permit the transactions contemplated by this Agreement to be consummated prior to the Termination Date. (i) Each Seller shall use its reasonable best efforts to obtain, at its expense, all waivers, consents or administrative proceedingapprovals from third parties, and to give all such notices to third parties listed in Schedule 4.2(i). Nothing contained The Sellers shall use commercially reasonable efforts to give notice to those additional third parties set forth in this Section 3.02 2.4 of the Disclosure Schedule. In connection with the foregoing, the Buyers shall require cooperate with the Sellers in obtaining the necessary consents of the counterparties to the Consent Agreements and the agreements listed in Schedule 4.2(i) which cooperation shall include entering into Substitute Agreements and Substitute Content Agreements but shall not include the obligations of the Buyers to make any Party to waive or release any material benefit, right or remedy of payments in connection with obtaining such Party hereunder or under any Ancillary Agreement or otherwiseconsents.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties Company and each Policy Beneficiary, respectively, the Purchaser shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make its filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten Business Days of the date hereof and each Policy Beneficiary to supply as promptly as practicable to the appropriate Governmental Authority any information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, the Purchaser shall reasonably cooperate with one another use commercially reasonable efforts to resolve objections(i) avoid or eliminate any impediment under any antitrust, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect United States governmental antitrust authority or any other party so as to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of enable the transactions contemplated hereby to be consummated as violative of promptly as practicable, and (ii) defend through litigation on the merits any Lawclaim asserted in court by any party in order to avoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as practicable; provided that the Purchaser’s board of directors determines in its reasonable business judgment that it is more likely than not that the Purchaser will prevail in such litigation. The Company and the Purchaser shall promptly notify each other of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and shall permit the other party to review in advance any proposed communication by such party responding to any Governmental Authority inquiry. Neither the Company nor the Purchaser shall agree to participate in any meeting with any Governmental Authority in respect of any filings, that is investigation or other inquiry unless it consults with the other party in effect advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and that prohibitsparticipate at such meeting. The Company and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, preventsincluding under the HSR Act, and will provide each other with copies of all correspondence, filings or restricts consummation 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 contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require (other than any Party not otherwise party such matters relating to such action to commence or join in any litigation (including any regulatory or administrative proceedingdisputes between the parties). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Purchaser and each Policy Beneficiary, respectively, the Seller shall use their or its commercially reasonable efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another Each party hereto agrees to resolve objectionsmake promptly its respective filing, if anynecessary, as may be asserted by any Governmental Authority pursuant to the HSR Act with respect to the Transactions under transactions contemplated by this Agreement but in no event more than 15 Business Days of the date of this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any Law. In additional information and documentary material that may be requested pursuant to the HSR Act. (b) Notwithstanding anything else to the contrary, neither the Purchaser nor any of its Affiliates will be required to (i) enter into a settlement, undertaking, consent decree, stipulation or other agreement with any Governmental Authority regarding antitrust matters in connection therewithwith the transactions contemplated by this Agreement or the Transition Services Agreement that requires the Purchaser or any of its Affiliates to hold separate, if sell or otherwise dispose of any Action is instituted assets of any of the Companies, the Purchaser or any of its Affiliates, (ii) litigate, pursue or threatened to be instituted) defend any action or proceeding challenging any of the transactions contemplated hereby by this Agreement as violative of any LawLaws relating to antitrust or (iii) take any other action that could, individually or in the aggregate, materially adversely affect the Purchaser or any of its Affiliates; provided, however, that prior to the Closing, neither the Purchaser nor any of its Affiliates shall acquire or agree to acquire, directly or indirectly, by merger, consolidation, acquisition of stock or assets or otherwise, a federal IT healthcare business if such acquisition would reasonably be expected to prevent the authorization, consent, order or approval of any Governmental Authority or official that may be or become necessary for the Purchaser’s performance of its obligations pursuant to this Agreement in the absence of any of the actions described above in this Section 5.04(b). (c) Each party to this Agreement shall permit the other party 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 party of any communication it or any of its Affiliates receives from any Governmental Authority relating to such matters. 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 party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, the Ambac Parties parties to this Agreement will coordinate and cooperate fully with each Policy Beneficiary that is other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to such Action the Confidentiality Agreement and applicable Laws relating to the sharing of information, the parties to this Agreement will reasonably cooperate provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one another hand, and any Governmental Authority or members of its staff, on the other hand, with respect to contest this Agreement and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Purchaser and each Policy Beneficiary, respectively, the Selling Shareholders shall use their or its respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate the Transactions as promptly as reasonably practicable; and (ii) obtain and maintain all authorizations, from any Governmental Authority any consents, orders and approvals of all Governmental Authorities and officials that may be licenses, permits, waivers, clearances, approvals, authorizations or become necessary Orders required to be made obtained or secured made, or avoid any Proceeding by them or it for any Governmental Authority, in connection with the authorization, execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, consummation of the Transactions. (b) Each of Purchaser and will reasonably cooperate the Selling Shareholders shall promptly make and progress any required filings with the other Party in promptly seeking relevant Governmental Authorities. The Purchaser shall offer (and not withdraw) such undertakings, commitments, conditions or requirements as may be necessary to obtain all such authorizations, consents, orders any required governmental approvals and approvals. The Ambac Parties shall accept any conditions and each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionsrequirements required by the Governmental Authorities, if any, as may . Each of the Purchaser and the Selling Shareholders shall have the right to be asserted by consulted on and provide comments to any drafts of the filings before such filings are made and to be informed continuously on the progress of any filings and shall have the right to participate in any meeting or conference with representatives of the Governmental Authority with respect to the Transactions under Authorities. (c) If any Law. In connection therewith, if any Action administrative or judicial Proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any the consummation of the transactions contemplated hereby Transactions as violative of any applicable Law, Purchaser and each of the Ambac Selling Shareholders shall, and shall cause the Acquired Companies and the respective Affiliates of each of the foregoing to, cooperate with the other Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another use their commercially reasonable best efforts to contest and resist resist, except insofar as the Selling Shareholders and the Purchaser may otherwise agree, any such Action and to have vacatedProceeding, liftedincluding any Proceeding that seeks a temporary restraining order or preliminary injunction that would prohibit, reversed, prevent or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts restrict consummation of the transactions contemplated herebyTransactions, including by pursuing all available avenues of administrative and judicial appealprovided, unlesshowever, by mutual agreement, that (subject to the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not following proviso) nothing in their respective best interests. Nothing this ‎Section 5.05 or otherwise in this Agreement shall require the Purchaser, or its Affiliates, nor permit the Acquired Companies or their Affiliates, to enter into or agree to enter into any Party not otherwise party to such action to commence understanding, undertaking, settlement, consent decree, stipulation or join agreement that would limit in any litigation material manner the Purchaser’s or its Affiliates’ or the Acquired Companies’ ability to operate the Business following the Closing in their respective absolute discretion, or require the sale, divestiture, holding separate (including by establishing a trust or otherwise) or license of any regulatory of the material Assets, Securities or administrative proceeding). Nothing businesses of any of the Purchaser, the Acquired Companies or their respective Affiliates; provided that the Purchaser shall have complied with its obligations under Section 5.05(b) above to offer (and not to withdraw) such undertakings, commitments, conditions or requirements as may be necessary to obtain any required government approvals and shall accept any conditions and requirements required by the Governmental Authorities, if any. (d) Notwithstanding anything set forth in this Agreement, nothing contained in this Section 3.02 Agreement shall require give the Purchaser, directly or indirectly, any Party right to waive control or release direct any material benefitof the operations of the Company and its Subsidiaries prior to the Closing. Prior to the Closing, right or remedy the Company shall exercise, consistent with the terms and conditions of such Party hereunder or under any Ancillary Agreement or otherwisethis Agreement, full and absolute control and supervision over its business operations.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Investor, the DC Contributors and the Company shall, and shall cause each Policy Beneficiaryof their respective Affiliates to, respectively, shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the each other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. . (b) The Ambac Parties DC Contributors and each Policy Beneficiary shall reasonably cooperate the Investor agree to make as promptly as practicable their respective filings, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe 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 HSR Act. (c) The Investor and DC Contributors agree to make as promptly as practicable their respective filings and notifications, if any, under any other applicable Antitrust Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by requested pursuant to the applicable Antitrust Law. (d) The Investor and the DC Contributors shall promptly notify the other 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 substantive communication by such party to any Governmental Authority. Neither the Investor nor the DC Contributors 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 party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. The Investor and the DC Contributors will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The Investor and the DC Contributors will provide each other 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 the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of this Agreement and the transactions contemplated hereby as violative of by this Agreement. (e) The DC Contributors shall not be required to pay any Law, the Ambac Parties and each Policy Beneficiary that is party fees or other payments to such Action will reasonably cooperate with one another any Governmental Authorities in order to contest and resist obtain any such Action authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the DC Contributors), and in the event that any fees in addition to have vacatednormal filing fees imposed by Law may be required to obtain any such authorization, liftedconsent, reversedorder or approval, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation such fees shall be for the account of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseInvestor.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each Party shall use their or its commercially reasonable efforts (and shall cause its Affiliates to use their commercially reasonable efforts) to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials officials, and to cause the expiration or termination of all applicable waiting periods, that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements as promptly as possible and in any event before the Outside Date. Each Party will reasonably cooperate fully with the other Party Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, and to cause the expiration or termination of all such waiting periods. The Ambac Parties Each Party agrees to make, or cause to be made, as promptly as possible, and in any event within twenty (20) Business Days after the date of this Agreement, its respective filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply, or cause to be supplied, as promptly as possible to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each Policy Beneficiary shall reasonably cooperate with one another Party agrees to resolve objectionsmake, or cause to be made, as promptly as possible and in any event within twenty (20) Business Days after the date of this Agreement any other filings and notifications, if any, that may be required under any other applicable Antitrust/Investment Laws, and to supply, or cause to be supplied, as promptly as possible to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust/Investment Laws. The Purchaser shall pay all fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (including any filing fees and other similar fees payable in connection with any filings or submissions under any Antitrust/Investment Laws). No Party shall commit or agree with any Governmental Authority to delay or otherwise prevent the consummation of the transactions contemplated hereby or agree to withdraw and refile its filing under the HSR Act or otherwise extend, toll or stay any applicable waiting period under any other applicable Antitrust/Investment Laws without the prior written consent of the other Party. Other than in connection with obtaining the authorizations, consents, orders and approvals, or causing the expiration or termination of the waiting periods described in Section 3.05 of the Disclosure Schedule, no Party shall make any filings or notifications with any Governmental Authority without the prior written consent of the other Party. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), but in all cases subject to the last sentence of this Section 5.04(b), the Purchaser shall, and shall cause each of its Affiliates to, at the Purchaser’s sole cost and expense, take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust/Investment Laws that may be asserted by any Governmental Authority with respect or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened Parties to be instituted) challenging any of expeditiously close the transactions contemplated hereby as violative of any Lawno later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the Ambac Parties sale, divesture, license or other disposition of such of the Purchaser’s and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacatedits Affiliates’ assets, liftedproperties or businesses or of the assets, reversedproperties, businesses, or overturned any decreeportions thereof to be acquired by the Purchaser pursuant hereto, judgmentand entering into such other arrangements, injunction including but not limited to termination, modification, amendment, restructuring, or other orderbehavioral remedy or undertaking with respect to its or its Affiliates’ existing relationships, contractual rights or obligations as are necessary or advisable in order to avoid the entry of, or to effect the dissolution of, any Governmental Order (whether temporary, preliminary or permanent) or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any Person in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the Closing by the Outside Date; provided, however, that is such obligation to litigate in no way limits the obligation of the Purchaser to take any and all steps necessary to eliminate each and every impediment under any Antitrust/Investment Laws to consummate the transaction contemplated hereby prior to the Outside Date. Notwithstanding anything in this Section 5.04 to the contrary, Purchaser shall not be required to take any of the actions described herein if doing so would reasonably be expected to have a material adverse effect on (i) Purchaser’s and its Affiliates existing business and (ii) the Business, taken as a whole. (c) Further, without limiting the generality of Section 5.04(a), in the event a Party receives a Second Request in connection with the transactions contemplated by this Agreement, such Party will comply with such Second Request as provided by the HSR Act as promptly as practicable. In the event that prohibitsa Party receives a subpoena or civil investigative demand requesting materials and information similar to that usually demanded in a Second Request, preventssuch Party shall comply with such subpoena or civil investigative demand as promptly as practicable from the date of service of the subpoena or civil investigative demand. In the event the Governmental Authority disputes the adequacy of compliance by a Party with respect to a Second Request, subpoena, or restricts civil investigative demand, the Party shall endeavor to satisfy the Governmental Authority so as to minimize any delay in the conduct or resolution of the investigation. (d) Each Party shall, in connection with the transactions contemplated hereby: (i) promptly notify the other Parties of, and if in writing, furnish the other with copies of, any communication it or any of its Affiliates receives from any Governmental Authority relating to any review or investigation of the transactions contemplated hereby under the HSR Act or any other applicable Antitrust/Investment Laws; (ii) permit the other Parties to review and discuss in advance, and consider in good faith any comments made by the other Parties in relation to, any proposed written or oral communication by such Party to any Governmental Authority relating to such matters; (iii) not participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filing, investigation or other inquiry unless it consults with the other Parties in advance, and unless prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting, telephone call or discussion; (iv) subject to the Confidentiality Agreement and Section 5.03, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking termination of any applicable waiting periods including under the HSR Act; and (v) subject to the Confidentiality Agreement and Section 5.03, provide the outside legal counsel of 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 contemplated by this Agreement; provided, however, that materials may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) No Party shall, and each Party shall cause its Affiliates not to, enter into any agreement, transaction, or any agreement to effect any transaction (including any merger or acquisition) that could reasonably be expected to prevent, make it more difficult, or to increase the time required, to (i) obtain the authorizations, consents, orders, approvals, expiration or termination of the applicable waiting period under the HSR Act or any other applicable Antitrust/Investment Laws, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would delay or prevent the consummation of the transactions contemplated hereby, including by pursuing or (iii) obtain all available avenues authorizations, consents, orders and approvals of administrative Governmental Authorities necessary for the consummation of the transactions contemplated hereby. (f) The Seller and judicial appeal, unless, by mutual agreementthe Purchaser acknowledge that the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (together, the Ambac Parties “U.S. Antitrust Agencies”) have begun the practice of sending a letter (a “Pre-Consummation Warning Letter”) to Persons filing notifications under the HSR Act stating that, although the waiting period under the HSR Act for a proposed transaction will soon expire, the U.S. Antitrust Agency’s staff has not yet completed its non-public investigation of such proposed transaction and each Policy Beneficiary that is party to if the parties close such Action decide proposed transaction before the U.S. Antitrust Agency completes its investigation, they do so at their own risk, inasmuch as the U.S. Antitrust Agency may challenge such proposed transaction, even after the HSR Act waiting period has expired. For the avoidance of doubt, the Seller and the Purchaser agree that litigation is not the receipt by any of them or by any of their Affiliates of a Pre-Consummation Warning Letter in their respective best interests. Nothing in respect of the transactions contemplated by this Agreement shall require any Party not, in and of itself, constitute grounds for the assertion that a condition to closing under Section 8.01(c), Section 8.01(d), Section 8.02(c) or Section 8.02(d) has not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisebeen satisfied.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) To the extent not already filed and unless otherwise agreed by the parties, each Policy Beneficiary, respectively, shall of the parties hereto agree to use their or its commercially reasonable best efforts to obtain (i) file within three (3) Business Days after the date of this Agreement, any notification and maintain all authorizations, consents, orders report forms and approvals related materials that it may be required to file with the Federal Trade Commission and the Antitrust Division of all Governmental Authorities the United States Department of Justice under the HSR Act; and officials (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act. (b) If reasonably requested by Purchasers, and if not prohibited to do so by the relevant Governmental Authority, the Sellers shall, upon reasonable notice, cause an informed representative thereof to attend any one or become more meetings, either by phone or in person, with Purchasers before a Governmental Authority in support of fulfilling the conditions to the transactions contemplated by this Agreement. In connection with the parties' obligations under this Section 7.10, each party shall use its reasonable best efforts to ensure that the other parties are not prohibited by any Governmental Authority from participating in any meetings, discussions, negotiations, conferences or other communications with such Governmental Authority. Subject to and without limiting the parties' obligations under this Section 7.10, Purchasers shall have the right to direct the strategy regarding and make the final decision with respect to matters relating to interactions with a Governmental Authority contemplated by this Section 7.10. (c) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and this Section 7.10, but subject to the limitations set forth in Section 7.10(e) below, each of Purchasers and Sellers shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all resolve such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as that a Governmental Authority may assert under any Antitrust Law with respect to the transactions contemplated by this Agreement, and to avoid or eliminate any impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the Transactions under transactions contemplated by this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable and in any Law. In connection therewithevent no later than the Termination Date (as defined in Section 11.1(b)), if including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of one or more of the Purchased Assets, (y) otherwise taking or committing to take actions that after the Closing would limit any Action Purchaser's and/or its Affiliates' or Subsidiaries' freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the Purchased Assets, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or a Purchaser's or a Purchaser's Affiliates' or Subsidiaries' ability to operate or retain, any of the Purchased Assets; provided, however, that any action contemplated by clauses (x), (y) and (z) is instituted (or threatened to be instituted) challenging any conditioned upon the consummation of the transactions contemplated hereby by this Agreement. To assist Purchasers in complying with their obligations set forth in this Section 7.10, Sellers shall, and shall cause their respective Affiliates to, enter into one or more agreements requested by Purchasers to be entered into by any of them prior to the Closing with respect to any transaction to divest, hold separate or otherwise take any action that limits the Sellers' freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the Purchased Assets (each, a "Divestiture Action"); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action (a "Divestiture Agreement") shall be conditioned upon the Closing or satisfaction of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action (and where Purchasers have irrevocably committed to effect the Closing immediately following such Divestiture Action). (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.10, if any administrative or judicial action or proceeding is instituted by a Governmental Authority challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Ambac Parties each of Purchasers and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another Sellers shall use reasonable best efforts to contest and resist any such Action action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction or other orderOrder, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, this Agreement at least until the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interestsTermination Date. Nothing in this Agreement shall require Section 7.10 imposes any Party not otherwise obligations on any party extending beyond the Termination Date, nor does this Section affect Purchasers' right to such action terminate pursuant to commence or join in any litigation Section 11.1(b)(v). (including any regulatory or administrative proceeding). Nothing contained e) Notwithstanding anything in this Section 3.02 Agreement to the contrary, none of Purchasers or any of their respective Affiliates shall require be required to agree to or proffer to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair Purchasers' or any Party of their respective Affiliates' ability to waive own or release operate any material benefit, right assets of Purchasers or remedy any of such Party hereunder their respective affiliates or under any Ancillary Agreement assets used (or otherwiseheld for use) in connection with the production and distribution of Cement Products.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) At the written request of Visteon or the Purchaser Representative, as applicable, each of Visteon and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable efforts to, and Visteon shall cause the Company and its Subsidiaries to use their respective commercially reasonable efforts to, obtain promptly (i) all necessary waivers for any material Contract to which (A) a Purchaser, Visteon or Seller is a party or (B) to which the Company or any of its Subsidiaries is a party and maintain which is listed on Schedule 4.04, in each case, under which the consummation of the transaction contemplated under this Agreement would, or would reasonably be expected to, conflict with, result in the breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, suspend, modify, or cancel such material Contract; provided that the parties acknowledge and agree that the receipt of any such Consents shall not be a condition to Closing and (ii) all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it are required for the execution performance of its and delivery ofthe other parties’ obligations pursuant to, and the performance consummation of their or its respective obligations pursuant the transactions contemplated by, this Agreement, including Consents of Governmental Authorities under Antitrust Laws; provided that the parties acknowledge and agree that the receipt of any such Consents (other than as specifically contemplated by Section 5.01(b)) shall not be a condition to this Agreement Closing. Visteon and the Ancillary Agreements, and will each Purchaser shall reasonably cooperate with the other Party in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that none of Visteon or any of its Subsidiaries, including the Company, or either Purchaser and approvalsits Affiliates shall 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). The Ambac Parties Other than as permitted under Section 4.05, neither Visteon nor either Purchaser shall, and Visteon shall cause the Company not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority. Each of Visteon and each Policy Beneficiary shall reasonably cooperate with one another Purchaser agree to resolve objectionsmake, if anyor to cause to be made, as may be asserted any filing or notification required by any Governmental Authority Antitrust Laws of any applicable jurisdictions, in each case, with respect to the Transactions transactions contemplated by this Agreement (including those with respect to the jurisdictions set forth in Schedule 5.01(b))as promptly as practicable after the date of this Agreement, and to supply promptly any additional information and documentary material that may be requested by Governmental Authorities pursuant to the Antitrust Laws of any applicable jurisdictions. If any objections are asserted with respect to the transactions contemplated hereby under the Antitrust Laws of any Law. In connection therewith, applicable jurisdictions or if any Action is instituted (or threatened to be instituted) by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of the Antitrust Laws of any Lawapplicable jurisdictions, the Ambac Parties each of Visteon and each Policy Beneficiary that is party Purchaser shall use its commercially reasonable efforts to promptly resolve such Action will reasonably cooperate with one another objections in order to contest and resist any such Action and to have vacated, lifted, reversedavoid the entry of, or overturned to effect the dissolution, vacating, lifting, altering or reversal of, any decreeorder that has the effect of restricting, judgment, injunction preventing or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts prohibiting the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is this Agreement. (b) Except with respect to Taxes: Each party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require promptly notify the other parties of any Party not otherwise communication it or, to such party’s knowledge, any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to such action any Governmental Authority relating to commence the matters that are the subject of this Agreement. None of Visteon or join either Purchaser, as applicable, shall agree to participate in any litigation meeting with any Governmental Authority in respect of any filings, investigation (including any regulatory settlement of the investigation), litigation or administrative proceeding)other inquiry related to the transactions contemplated by this Agreement unless it consults with Visteon, in the case of either Purchaser, or the Purchaser Representative, in the case of Visteon, in advance and, to the extent permitted by such Governmental Authority, gives Visteon, in the case of either Purchaser, or the Purchaser Representative, in the case of Visteon, the opportunity to attend and participate at such meeting. Nothing contained Subject to the Confidentiality Agreement, the parties to this Agreement shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the parties to this Section 3.02 Agreement shall require provide each other party with copies of all correspondence, filings or communications between them or any Party of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary this Agreement or otherwiseand the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each of the parties shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably shall cooperate fully with the each other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Without limiting the generality of the foregoing, (i) the Seller shall, promptly after the date hereof, make appropriate applications to or filings with the relevant Governmental Authorities for the approvals set forth in paragraphs (a) and (b) of Exhibit 3.04, (ii) the Purchaser shall, promptly after the date hereof, make appropriate applications to or filings with the relevant Governmental Authorities as contemplated by paragraph (c) of Exhibit 3.04, and (iii) each Policy Beneficiary party shall reasonably cooperate with one another supply as promptly as practicable to resolve objections, if any, as the appropriate Governmental Authorities any additional information and documentation that may be asserted by requested pursuant to applicable Laws. (b) Each party shall notify the other promptly upon the receipt of: (i) any Governmental Authority with respect to the Transactions under comments from any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging officials of any of the Governmental Authorities in connection with any filings made in connection with transactions contemplated hereby as violative by this Agreement and (ii) any request by any officials of any of the Governmental Authorities for amendments or supplements to any filings or information provided to comply in all material respects with any Law, and permit the Ambac Parties and each Policy Beneficiary that is other party to review in advance any proposed communication by such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseGovernmental Authority.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each Party shall use their or its commercially reasonable efforts (and shall cause its Affiliates to use their commercially reasonable efforts) to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials officials, and to cause the expiration or termination of all applicable waiting periods, that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements as promptly as possible and in any event before the Outside Date. Each Party will reasonably cooperate fully with the other Party Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, and to cause the expiration or termination of all such waiting periods. The Ambac Parties Each Party agrees to make, or cause to be made, as promptly as possible, and in any event within twenty (20) Business Days after the date of this Agreement, its respective filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply, or cause to be supplied, as promptly as possible to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each Policy Beneficiary shall reasonably cooperate with one another Party agrees to resolve objectionsmake, or cause to be made, as promptly as possible and in any event within twenty (20) Business Days after the date of this Agreement any other filings and notifications, if any, that may be required under any other applicable Antitrust/Investment Laws, and to supply, or cause to be supplied, as promptly as possible to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust/Investment Laws. The Purchaser shall pay all fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (including any filing fees and other similar fees payable in connection with any filings or submissions under any Antitrust/Investment Laws). No Party shall commit or agree with any Governmental Authority to delay or otherwise prevent the consummation of the transactions contemplated hereby or agree to withdraw and refile its filing under the HSR Act or otherwise extend, toll or stay any applicable waiting period under any other applicable Antitrust/Investment Laws without the prior written consent of the other Party. Other than in connection with obtaining the authorizations, consents, orders and approvals, or causing the expiration or termination of the waiting periods described in Section 3.05 of the Disclosure Schedule, no Party shall make any filings or notifications with any Governmental Authority without the prior written consent of the other Party. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), but in all cases subject to the last sentence of this Section 5.04(b), the Purchaser shall, and shall cause each of its Affiliates to, at the Purchaser’s sole cost and expense, take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust/Investment Laws that may be asserted by any Governmental Authority with respect or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened Parties to be instituted) challenging any of expeditiously close the transactions contemplated hereby as violative of any Lawno later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the Ambac Parties sale, divesture, license or other disposition of such of the Purchaser’s and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacatedits Affiliates’ assets, liftedproperties or businesses or of the assets, reversedproperties, businesses, or overturned any decreeportions thereof to be acquired by the Purchaser pursuant hereto, judgmentand entering into such other arrangements, injunction including but not limited to termination, modification, amendment, restructuring, or other orderbehavioral remedy or undertaking with respect to its or its Affiliates’ existing relationships, contractual rights or obligations as are necessary or advisable in order to avoid the entry of, or to effect the dissolution of, any Governmental Order (whether temporary, preliminary or permanent) or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any Person in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the Closing by the Outside Date; provided, however, that is such obligation to litigate in no way limits the obligation of the Purchaser to take any and all steps 50 necessary to eliminate each and every impediment under any Antitrust/Investment Laws to consummate the transaction contemplated hereby prior to the Outside Date. Notwithstanding anything in this Section 5.04 to the contrary, Purchaser shall not be required to take any of the actions described herein if doing so would reasonably be expected to have a material adverse effect on (i) Purchaser’s and its Affiliates existing business and (ii) the Business, taken as a whole. (c) Further, without limiting the generality of Section 5.04(a), in the event a Party receives a Second Request in connection with the transactions contemplated by this Agreement, such Party will comply with such Second Request as provided by the HSR Act as promptly as practicable. In the event that prohibitsa Party receives a subpoena or civil investigative demand requesting materials and information similar to that usually demanded in a Second Request, preventssuch Party shall comply with such subpoena or civil investigative demand as promptly as practicable from the date of service of the subpoena or civil investigative demand. In the event the Governmental Authority disputes the adequacy of compliance by a Party with respect to a Second Request, subpoena, or restricts civil investigative demand, the Party shall endeavor to satisfy the Governmental Authority so as to minimize any delay in the conduct or resolution of the investigation. (d) Each Party shall, in connection with the transactions contemplated hereby: (i) promptly notify the other Parties of, and if in writing, furnish the other with copies of, any communication it or any of its Affiliates receives from any Governmental Authority relating to any review or investigation of the transactions contemplated hereby under the HSR Act or any other applicable Antitrust/Investment Laws; (ii) permit the other Parties to review and discuss in advance, and consider in good faith any comments made by the other Parties in relation to, any proposed written or oral communication by such Party to any Governmental Authority relating to such matters; (iii) not participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filing, investigation or other inquiry unless it consults with the other Parties in advance, and unless prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting, telephone call or discussion; (iv) subject to the Confidentiality Agreement and Section 5.03, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking termination of any applicable waiting periods including under the HSR Act; and (v) subject to the Confidentiality Agreement and Section 5.03, provide the outside legal counsel of 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 contemplated by this Agreement; provided, however, that materials may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) No Party shall, and each Party shall cause its Affiliates not to, enter into any agreement, transaction, or any agreement to effect any transaction (including any merger or acquisition) that could reasonably be expected to prevent, make it more difficult, or to increase the time required, to (i) obtain the authorizations, consents, orders, approvals, expiration or termination of the applicable waiting period under the HSR Act or any other applicable Antitrust/Investment Laws, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would delay or prevent the consummation of the transactions contemplated hereby, including by pursuing or (iii) obtain all available avenues authorizations, consents, orders and approvals of administrative Governmental Authorities necessary for the consummation of the transactions contemplated hereby. (f) The Seller and judicial appeal, unless, by mutual agreementthe Purchaser acknowledge that the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (together, the Ambac Parties “U.S. Antitrust Agencies”) have begun the practice of sending a letter (a “Pre-Consummation Warning Letter”) to Persons filing notifications under the HSR Act stating that, although the waiting period under the HSR Act for a proposed transaction will soon expire, the U.S. Antitrust Agency’s staff has not yet completed its non-public investigation of such proposed transaction and each Policy Beneficiary that is party to if the parties close such Action decide proposed transaction before the U.S. Antitrust Agency completes its investigation, they do so at their own risk, inasmuch as the U.S. Antitrust Agency may challenge such proposed transaction, even after the HSR Act waiting period has expired. For the avoidance of doubt, the Seller and the Purchaser agree that litigation is not the receipt by any of them or by any of their Affiliates of a Pre-Consummation Warning Letter in their respective best interests. Nothing in respect of the transactions contemplated by this Agreement shall require any Party not, in and of itself, constitute grounds for the assertion that a condition to closing under Section 8.01(c), Section 8.01(d), Section 8.02(c) or Section 8.02(d) has not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisebeen satisfied.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary(a) Mylan and, respectivelywhere applicable, Abbott shall use their make or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made or secured by them or it for all initial submissions pursuant to the execution EU Merger Regulation and delivery ofthe Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8, and the performance of their or its respective obligations all filings required pursuant to the HSR Act, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event no later than twenty (20) U.S. Business Days from the date hereof). Mylan and, where applicable, Abbott shall promptly make or cause to be made all additional filings required pursuant to the EU Merger Regulation and the Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8. Abbott and Mylan each shall (i) promptly supply the other Party with any information which is required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from any Governmental Authority relating to matters that are the subject of this Agreement and (iii) agree not to extend any waiting period under the Ancillary AgreementsHSR Act, the EU Merger Regulation or any other Competition/Investment Laws in respect of, or enter into any agreement with any Governmental Authority not to consummate, the transactions contemplated by this Agreement, except with the prior written consent of the other Party, not to be unreasonably withheld, delayed or conditioned. ▇▇▇▇▇▇ and will reasonably cooperate Mylan each shall (1) promptly notify the other Party of any material communication between that Party and any Governmental Authority relating to matters that are the subject of this Agreement; (2) consult with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate advance of participating in any meeting or discussion with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewithfilings, if any Action is instituted (investigation or threatened to be instituted) challenging any of inquiry concerning the transactions contemplated hereby by this Agreement and, to the extent permitted by such Governmental Authority, give the other Party (and its counsel) the opportunity to attend and participate thereat; (3) subject to applicable Law, discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication to any Governmental Authority concerning the transactions contemplated by this Agreement or relating to any investigation, inquiry or other proceeding arising in connection with or relating to the transactions contemplated by this Agreement; and (4) subject to applicable Law, furnish the other Party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, in each case, with respect to the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, Mylan shall take any and all steps necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Competition/Investment Law so as violative to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition or license of any Lawassets, properties, businesses, rights or product lines of New Mylan, Mylan, its Subsidiaries or the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversedBusiness, or overturned any interests therein, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Mylan’s, New Mylan’s or their respective Affiliates freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, rights or product lines of New Mylan, Mylan, its Subsidiaries or the Business, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any decree, judgment, injunction Order or other order, judgment (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing; provided, however, that Mylan shall not be required to propose, negotiate, commit to, effect or take any action that is in effect and that prohibits, prevents, or restricts not conditioned upon the consummation of the transactions contemplated herebyBusiness Transfer. Mylan shall use its reasonable best efforts to defend through appropriate Action any claim asserted in court by any Person in order to avoid entry of, including by pursuing all available avenues of administrative and judicial appealor to have vacated or terminated, unlessany decree or preliminary injunction that would restrain, by mutual agreementprevent or delay the Closing. Notwithstanding the foregoing, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing in this Agreement shall be construed to require Mylan to defend through Action any claim asserted in court by any Party not otherwise party in order to such action avoid entry of, or to commence have vacated or join in terminated, any litigation (including any regulatory permanent injunction or administrative proceeding). Nothing contained litigation that would restrain, prevent or delay the Closing. (c) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ and its Affiliates shall not, without Mylan’s prior written consent, propose, negotiate, commit to, effect or take any action in respect of any impediment or objection that may be asserted with respect to the transactions contemplated by this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or Agreement under any Ancillary Agreement or otherwiseCompetition/Investment Law.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each Party shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another With respect to resolve objections, if any, as may be asserted by any fees or other payments to any Governmental Authority Authorities in order to obtain any such authorization, consent, order or approval: (i) the Purchaser shall be solely responsible for such fees payable to Governmental Authorities in the European Union, (ii) the Seller shall be solely responsible for such fees payable to Governmental Authorities in North and South America, and (iii) the Purchaser and the Seller shall share equally in the costs of any other fees payable to Governmental Authorities with respect to the Transactions under remainder of the world. (b) Subject to applicable Law, each Party to this Agreement shall promptly notify the other Parties of any Law. In connection therewith, if any Action is instituted (communication it or threatened to be instituted) challenging any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated hereby as violative matters that are the subject of this Agreement and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. 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, to the extent practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority and otherwise to the extent practicable, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require will provide each other with copies of all correspondence, filings or communications between them or any Party not otherwise party of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseand the Transactions.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Parties and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each Party agrees to make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date hereof and each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionssupply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each Party agrees to make as promptly as practicable after the date of this Agreement its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Seller 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. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser shall, and shall cause each of its subsidiaries 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 to expeditiously close the transactions contemplated hereby no later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture, license or other disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary 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 contemplated hereby. (c) Each Party shall keep the other Party apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Transactions under transaction contemplated hereby, including promptly notifying the other Party of any Law. In connection therewith, if any Action is instituted (communication it or threatened to be instituted) challenging any of its Affiliates receives from any Governmental Authority relating to any review or investigation of the transaction contemplated hereby under the HSR Act or any other applicable non-United States antitrust Laws and shall 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 Authority relating to such matters. Neither Party shall agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting, telephone call or discussion. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the Parties shall provide each other 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 contemplated hereby by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business, (ii) as violative necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Purchaser shall not enter into any agreement, transaction, or any agreement to effect any transaction (including any merger or acquisition) that could reasonably be expected to make it materially more difficult, or to materially increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacatedtransaction contemplated hereby, lifted(ii) avoid the entry of, reversedthe commencement of litigation seeking the entry of, or overturned to effect the dissolution of, any decreeinjunction, judgment, injunction temporary restraining order or other order, whether temporary, preliminary order that would materially delay or permanent, that is in effect and that prohibits, prevents, or restricts prevent the consummation of the transactions contemplated hereby, including by pursuing or (iii) obtain all available avenues authorizations, consents, orders and approvals of administrative and judicial appeal, unless, by mutual agreement, Governmental Authorities necessary for the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy consummation of such Party hereunder or under any Ancillary Agreement or otherwisethe transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the parties hereto shall, and each Policy Beneficiaryshall cause their respective Affiliates to, respectively, shall use their or its commercially reasonable efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be are necessary or become necessary to be made or secured by them or it required for the execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably other Transaction Documents; (ii) cooperate with the other Party party hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto agrees to, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates to, make promptly after the date of this Agreement its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe 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 HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable after the date of this Agreement its respective filings and notifications (including any joint filings), 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 shall, and shall cause its Affiliates to, pay all fees or other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser shall, and shall cause each of its Affiliates to, use its 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 with respect or any other party so as to enable the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened parties hereto to be instituted) challenging any of close the transactions contemplated hereby as violative of promptly as practicable, and in any Lawevent prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the Ambac Parties sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and each Policy Beneficiary that is the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall, and shall cause its Affiliates to, defend through litigation on the merits any claim asserted in court by any party in order to such Action will reasonably cooperate with one another to contest and resist any such Action and avoid entry of, or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that is such litigation in effect no way limits the obligation of EXECUTION COPY 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 prohibitsare the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, preventsinvestigation (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. The parties to this Agreement shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act, or restricts obtaining clearance or approval under any other antitrust, competition or trade regulation Law applicable to this Agreement. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; and (ii) as necessary to comply with contractual arrangements. Attorney-client, work product and any privileged information shall be exchanged so as to preserve the attorney-client, work product or any applicable privilege or confidentiality concerns. This Section 5.04(c) shall not apply with respect to the Restructuring Transactions. (d) The Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby; or (iii) obtain all authorizations, including consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, (a) Each Party shall use their or its commercially reasonable efforts to obtain and maintain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably shall cooperate fully with the other Party Parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary None of the Sellers shall reasonably cooperate 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 any of the Sellers). (b) Without limiting the generality of Purchaser’s undertaking pursuant to Section 5.04(a), Purchaser agrees to use its commercially reasonable efforts to comply with one another to resolve objectionsany antitrust, if any, as competition or trade regulation Law that may be asserted by any United States governmental antitrust authority so as to enable the Parties to close the Transactions no later than December 31, 2005 (the “Termination Date”), provided, however, that Purchaser should not be required to sell, divest, or dispose of any of its Assets or businesses or of the Business Assets 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. (c) Each 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 permit the other Parties to review in advance any proposed communication by such party to any Governmental Authority. None of the Sellers and Purchaser 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 shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the Parties shall provide each other 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 the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseand the Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Prior to the Effective Time, each party hereto shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, clearances, consents, Gaming Approvals, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it advisable for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably ; (ii) cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, clearances, consents, Gaming Approvals, orders and approvals; and (iii) provide such other information and documents to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties SPAC shall pay (x) all applicable filing or notice fees required in connection with any notice or filing made with any Governmental Authority pursuant to this Section 7.05 and each Policy Beneficiary (y) all filing fees under the HSR Act and any other applicable antitrust, competition, merger control or foreign investment Laws with respect to the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Each party hereto agrees to, and shall reasonably cooperate cause its respective Affiliates to, make promptly, and no later than ten (10) Business Days after the date hereof unless mutually agreed otherwise by the parties, its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement and the Ancillary Agreements. Each party further agrees that it will supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, merger control or foreign investment 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, merger control or foreign investment Law. (c) Without limiting the generality of the parties’ undertakings pursuant to Section 7.05(a) and (b), and notwithstanding anything in this Agreement to the contrary, SPAC shall, and shall cause each of its Affiliates to, use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, merger control or foreign investment Law that may be asserted by any Governmental Authority with respect or any other Person so as to enable the parties hereto to close the transactions contemplated hereby and by the Ancillary Agreements as promptly as practicable, and in any event prior to the Transactions under any Law. In connection therewithTermination Date, if any Action is instituted (including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or threatened otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be instituted) challenging acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary 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 Governmental Order in any Action, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby as violative and by the Ancillary Agreements (“Antitrust Remedial Actions”); provided that the effectiveness of such Antitrust Remedial Action shall be contingent on the consummation of the Merger. In addition, SPAC shall, and shall cause its Affiliates to, defend through litigation on the merits and appeals any LawAction by any Governmental Authority or other Person in order to avoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction or other order, Governmental Order (whether temporary, preliminary or permanent) that would materially delay or prevent the Closing prior to the Termination Date. (d) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from the SEC, that is the United States Department of Justice or the Federal Trade Commission primarily relating to the Merger and permit the other parties to review in effect advance and that prohibits, prevents, or restricts consummation provide comments (which shall be considered in good faith) on any proposed substantive communication by such party to any such Governmental Authority. None of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreementparties hereto shall agree to participate in any substantive meeting or teleconference with the SEC, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not United States Department of Justice or the Federal Trade Commission in their respective best interests. Nothing in this Agreement shall require respect of any Party not otherwise party to such action to commence filings or join in any litigation investigation (including any regulatory settlement of an investigation) primarily relating to the Merger 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 or administrative proceeding)teleconference. Nothing contained Each party hereto shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in this Section 3.02 exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking the expiration or termination of any applicable waiting periods, including under the HSR Act. Each party hereto shall, and shall require cause its Representatives to, provide each other with copies of all material correspondence, filings or communications between them or any Party of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to waive the Merger; provided, however, that materials may be redacted (i) as necessary to comply with contractual requirements or release any material benefit, right applicable Law; and (ii) as necessary to address reasonable attorney-client or remedy of such Party hereunder other privilege or under any Ancillary Agreement or otherwiseconfidentiality concerns.