Common use of Responsibility for Satisfaction Clause in Contracts

Responsibility for Satisfaction. 4.2.1 The Seller shall ensure the satisfaction of the Reorganisation Condition prior to the date on which Closing is due to take place in accordance with Clause 7.1. 4.2.2 The Purchaser shall assume all costs (including filing fees but excluding legal costs borne by the Seller) and use its best endeavours and take all steps necessary to obtain the Merger Control Clearance from the Polish Authority as soon as possible, but in any event prior to 5.00 p.m. (UK time) on 27 December 2023. 4.2.3 As soon as reasonably practicable, but no later than two (2) Business Days after the date of this Agreement, the Purchaser shall submit a complete merger control filing with the Polish Authority. 4.2.4 The Purchaser shall provide the Seller (or Seller’s legal advisors to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or other documentation prior to their submission to the Polish Authority and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consent. 4.2.5 The Purchaser shall organise regular review with the Seller and its legal advisors of the progress of any notifications and filings and shall promptly provide the Seller with copies of all material correspondence, documents, other communications (and written summaries of any non-written communication) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearance. 4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation to the Merger Control Clearance and shall, if requested by the Seller, provide a written summary thereof if neither the Seller nor any of its advisers participate in such meeting or material conversation with the Polish Authority. 4.2.7 Without prejudice to Clause 4.2.2, the Seller and the Purchaser agree that all requests and enquiries from the Polish Authority shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the Polish Authority upon being requested to do so by the other.

Responsibility for Satisfaction. 4.2.1 The Seller shall ensure the satisfaction of the Reorganisation Condition prior With regard to the date on which Closing is due conditions set out in Clauses 4.1.1, 4.1.2 and 4.1.3 above: (i) subject to take place in accordance with Clause 7.1. 4.2.2 The 4.5 the Purchaser shall assume all costs (including filing fees but excluding legal costs borne by the Seller) and use exercise its best endeavours to, and shall take all steps necessary (including agreeing to obtain any disposals of assets or other conditions or undertakings) to fulfil or procure the Merger Control Clearance from the Polish Authority fulfilment of such conditions as soon as possible, but in any event prior to 5.00 p.m. (UK time) on 27 December 2023. 4.2.3 As soon as reasonably practicable, but no later than two (2) Business Days possible after the date of this Agreement, ; (ii) the Purchaser shall shall, in all cases as soon as practicable, and not later than within 30 Business Days of the date of this Agreement, submit a complete merger control filing all filings and notifications with the Polish Authority. 4.2.4 The Purchaser shall provide Antimonopoly Office in order to obtain the Seller (or Seller’s legal advisors to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or other documentation prior to their submission to the Polish Authority Antimonopoly Approval and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consent. 4.2.5 The Purchaser shall organise regular review with the Seller and its legal advisors of the progress of any notifications and submit all filings and shall promptly provide the Seller with copies of all material correspondence, documents, other communications (and written summaries of any non-written communication) notifications (including any filing made by the PurchaserKNF Notifications) with the Polish Authority relating to the Merger Control Clearance. 4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller KNF within 20 Business Days of the content date of any meeting or material conversation which takes place between this Agreement in order to obtain the Polish Authority KNF BZ WBK Consent and the Purchaser or any KNF Subsidiaries and Affiliates Consents following consultation with each of its employees, directors, officers, or advisers in relation to the Merger Control Clearance Sellers concerning the drafts of such filings and shall, if requested by notifications; (iii) each of the Seller, provide a written summary thereof if neither the Seller nor any of its advisers participate in such meeting or material conversation with the Polish Authority. 4.2.7 Without prejudice to Clause 4.2.2, the Seller Sellers and the Purchaser agree that all requests and enquiries from the Polish Authority Antimonopoly Office or the KNF which relate to the satisfaction of the conditions shall be dealt with by the each Seller and the Purchaser in consultation with each other (including the review of draft responses to such requests or inquiries or other communications intended to be filed with the Antimonopoly Office or the KNF) and the each Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the Polish Authority upon being requested Antimonopoly Office or the KNF; (iv) subject to do so by applicable laws relating to the othersharing of information, competition or other legal or regulatory restrictions, the Purchaser shall: (a) promptly notify each Seller of any communication the Purchaser receives from the Antimonopoly Office or the KNF in relation to this Agreement and the transaction contemplated in this Agreement; and (b) provide each Seller with copies of all correspondence, filings or communications between the Purchaser or any of its representatives, on the one hand, and the Antimonopoly Office or the KNF, as the case may be, or members of its staff, on the other hand, relating to this Agreement and the transaction contemplated in this Agreement (save that commercially sensitive information contained in any such draft or final communication may be redacted or provided to the Sellers’ Lawyers on an external counsel basis only). 4.2.2 Each Seller and the Purchaser undertakes to use their reasonable endeavours to obtain any other consents and approvals and make any other notifications that may be required in connection with the transaction contemplated in this Agreement.

Responsibility for Satisfaction. 4.2.1 The Principal Seller shall use all reasonable endeavours to ensure the satisfaction of the Reorganisation Condition prior to conditions set out in Clauses 4.1.1, 4.1.2 and 4.1.5 and the date on which Closing is due to take place in accordance with Clause 7.1. 4.2.2 The Purchaser shall assume use all costs (including filing fees but excluding legal costs borne by reasonable endeavours to ensure the Seller) satisfaction of the conditions set out Back to Contents in Clauses 4.1.1, 4.1.3 and use its best endeavours and take all steps necessary to obtain the Merger Control Clearance from the Polish Authority 4.1.4 in each case as soon as possible, but and each of the Principal Seller and the Purchaser shall co-operate with each other in that respect, provided that this shall not give rise to an obligation on the part of either party to assume expenditure to achieve the same which is materially disproportionate in the context of the transactions contemplated by this Agreement and the Network Services Agreement or require either party to take any event prior action or to 5.00 p.m. accept any conditions to any regulatory clearance or restrictions on any person’s freedom to conduct business which would be likely to have a materially detrimental effect on that party, that party’s group (UK timetaken as a whole), the Company, the Group (taken as a whole) on 27 December 2023. 4.2.3 As or the commercial rationale of the transaction. In particular, the Purchaser shall procure the filing of the notifications necessary to obtain the merger clearances required by clauses 4.1.3 and 4.1.4 as soon as reasonably practicable, but no later than two (2) Business Days practicable after the date of this Agreement. 4.2.2 Subject to Clause 4.2.3, each of the Purchaser shall submit a complete merger control filing with and the Polish Authority.Principal Seller undertakes to keep the other informed as to progress towards satisfaction of the conditions set out in Clause 4.1 and in particular the Purchaser undertakes to: 4.2.4 The Purchaser shall (i) notify the Principal Seller and provide copies of any communications from any governmental or regulatory body or other person in relation to obtaining any consent, approval or action where such communications have not been independently or simultaneously supplied to the Principal Seller; (ii) where reasonably requested by the Principal Seller, provide the Principal Seller (or advisers nominated by the Principal Seller’s legal advisors to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with draft copies of all submissions and communications to governmental or regulatory bodies or other persons in relation to obtaining any consent, approval or action at such time as will allow the Principal Seller a reasonable opportunity to comment provide comments on drafts of any filings, notifications, submissions, such submissions and communications before they are submitted or other documentation prior to their submission to the Polish Authority sent and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consent. 4.2.5 The Purchaser shall organise regular review with the Seller and its legal advisors of the progress of any notifications and filings and shall promptly provide the Principal Seller (or such nominated advisers) with copies of all material correspondence, documents, other such submissions and communications in the form submitted or sent; and (and written summaries of any non-written communicationiii) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearance. 4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation to the Merger Control Clearance and shall, if where reasonably requested by the Seller, provide a written summary thereof if neither the Seller nor any of its advisers participate in such meeting or material conversation with the Polish Authority. 4.2.7 Without prejudice to Clause 4.2.2, the Principal Seller and the Purchaser agree that all requests and enquiries from the Polish Authority shall be dealt with where permitted by the Seller and the Purchaser in consultation with each governmental or regulatory body or other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required person concerned, allow persons nominated by the Polish Authority upon being requested Principal Seller to do so by the otherattend all meetings with governmental or regulatory bodies or other persons and, where appropriate, to make oral submissions at such meetings.

Responsibility for Satisfaction. 4.2.1 The Seller Save as provided in Clause 4.2.2, each of the Parties shall use its reasonable best efforts to ensure the satisfaction of and compliance with all of the Reorganisation Condition prior to the date on which Closing is due to take place in accordance with Clause 7.1Conditions Precedent. 4.2.2 The Notwithstanding Clause 4.2.1, Purchaser shall assume all costs shall: (including filing fees but excluding legal costs borne by the Sellera) and use its best endeavours and take all steps necessary to obtain the Merger Control Clearance from the Polish Authority as soon as possiblepracticable, but and in any event prior to 5.00 p.m. (UK time) on 27 December 2023. 4.2.3 As soon as reasonably practicable, but no later than two twenty (220) Business Days after the date Signing Date, prepare and file with the Governmental Authorities the notices and applications necessary to (i) satisfy the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and (ii) obtain all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction under the HSR Act; (b) supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 or (ii) any other Anti-trust Approvals, provided that, with respect to any written submission, information or documentary materials, Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed); and (c) take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses or other operations, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or (ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose or require to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, the Purchaser shall submit take any and all actions necessary in order to ensure that (x) no requirement for a complete merger control waiver, consent or approval of any Governmental Authority with respect to any Competition Laws, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction by the Outside Date. 4.2.3 Purchaser shall bear all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval. Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection with the Polish AuthorityParties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and fines. 4.2.4 The Purchaser shall provide the Seller (or Seller’s legal advisors to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or other documentation prior to their submission to the Polish Authority and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consent. 4.2.5 The Purchaser shall organise regular review with the Seller and its legal advisors of the progress of any notifications and filings and shall promptly provide the Seller with copies of all material correspondence, documents, other communications (and written summaries of any non-written communication) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearance. 4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation to the Merger Control Clearance and shall, if requested by the Seller, provide a written summary thereof if neither the Seller nor any of its advisers participate in such meeting or material conversation with the Polish Authority. 4.2.7 Without prejudice to Clause 4.2.2, the Seller and the Purchaser agree that all requests and enquiries from the Polish Authority shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall shall: (a) promptly co-operate cooperate with and provide all necessary information and assistance reasonably required by any Governmental Authority in connection with the Polish Authority Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals, upon being requested to do so by the otherother Party; and (b) promptly inform the other Party of any communication received from, or given by it to, any Governmental Authority with respect to any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals. 4.2.5 Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operation, or interests therein, of Seller or any other member of Seller’s Group. 4.2.6 Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).

Responsibility for Satisfaction. Competition condition: 4.2.1 The Purchaser shall prepare and file the Required Antitrust Notifications at such times as are mutually agreed by the parties (but before 31 March 2015 and subject to Applicable Law), provided, however, that the Seller shall ensure be responsible for preparing its Required Antitrust Notification under the satisfaction ▇▇▇▇—▇▇▇▇▇—▇▇▇▇▇▇ Antitrust Improvements Act of 1976 as amended (the Reorganisation Condition prior “HSR Act”) (again, before 31 March 2015 and subject to Applicable Law). Notwithstanding anything to the date on contrary contained in this Agreement, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Competition Authority which Closing is due to take place are required in accordance connection with Clause 7.1the Required Antitrust Notifications. 4.2.2 The Purchaser shall assume be responsible for the payment of all costs (including filing and other fees but excluding legal costs borne by and expenses in connection with the Required Antitrust Notifications and the satisfaction of the condition in Clause 4.1.1, except that the Seller shall be responsible for the payment of all fees and expenses in connection with the Seller) and use its best endeavours and take all steps necessary to obtain ’s Required Antitrust Notification under the Merger Control Clearance from the Polish Authority as soon as possible, but in any event prior to 5.00 p.m. (UK time) on 27 December 2023HSR Act. 4.2.3 As soon as reasonably practicable, but no later than two (2) Business Days after the date of this Agreement, the Purchaser The parties shall submit a complete merger control filing cooperate with each other in connection with the Polish Authoritysatisfaction of the condition in Clause 4.1.1. 4.2.4 The Purchaser shall provide In connection with the Seller (or Seller’s legal advisors satisfaction of the condition in Clause 4.1.1 and subject to Clause 4.2.6, the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) parties will consult and cooperate reasonably with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or each other documentation prior to their submission to the Polish Authority and shall consider in good faith the views of the Sellerother. No information relating Without limiting the foregoing or the parties’ obligations under Clause 4.2.3 and subject to Clause 4.2.6, the parties agree to: (a) give each other reasonable advance notice of all meetings with any Governmental Entity; (b) give each other an opportunity to participate in each such meeting; (c) give each other reasonable advance notice of all substantive oral communications with any Governmental Entity; (d) if any Governmental Entity initiates a substantive oral communication, promptly notify the other party; (e) provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity and take account of the comments of the other party; and (f) provide each other with copies of all written communications to or from any Governmental Entity, provided however, that neither party shall be required to comply with sub-Clause (b) above to the extent that the relevant Governmental Entity objects to the participation of a party or with sub-Clause (e) or (f) above to the extent that such disclosure may raise regulatory concerns (in which case, the disclosure may be made on an outside counsel basis). The Purchaser further agrees that it will not file any Required Antitrust Notification or contact any Governmental Entity prior to the filing of any Required Antitrust Notification without the consent of the Seller (subject to Applicable Law and to the Seller, or any member of the Seller’s Group, or to compliance with its respective businesses shall be given obligations under this Agreement in relation to the Polish Authority without the Seller’s prior written consentRequired Antitrust Notifications). 4.2.5 The Purchaser shall organise regular review with Seller’s obligations under Clauses 4.2.1 to 4.2.7 (inclusive) relate solely to the satisfaction of the condition in Clauses 4.1. 1. Without prejudice to the Seller’s obligations under Clauses 4.2.3, 4.2.4 or 4.2.7, and notwithstanding any other provision in the Agreement, the Seller and its legal advisors shall not be obliged to inform, consult with, provide notice to or take account of the progress comments of the Purchaser in connection with any notifications communication with any Governmental Entity concerning or relating in any way to any other transaction or investigation or the relationship or interaction with or between the Transaction and filings and shall promptly provide the Seller with copies of all material correspondence, documents, any other communications (and written summaries of any non-written communication) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearancetransaction or investigation. 4.2.6 The Purchaser shall, and shall not participate cause its Affiliates to, use all reasonable endeavours to procure the satisfaction of the condition in Clause 4.1.1 (in any meetings or discussions or correspondence with event not later than the Polish Authority relating Long Stop Date). Notwithstanding anything in this Agreement to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicablecontrary, the Purchaser shall give consider, in good faith, proposing or agreeing to such conditions, obligations, undertakings or commitments of any Competition Authority as it may, in good faith, consider acceptable, including minor behavioural commitments, obligations or undertakings, but shall not be required to propose or agree to the sale, divestiture, licence or other disposition of assets or businesses. 4.2.7 The Seller shall, and shall cause their Affiliates to, use reasonable endeavours to cooperate with the Purchaser in connection with procuring the satisfaction of the condition in Clause 4.1.1, including providing to the Purchaser such information as the Purchaser may reasonably require in connection with satisfaction of its obligations under this Clause; provided, however, that the Seller shall not be required to defend against the entry, or threatened entry, of any Judgment by any US court or Competition Authority. 4.2.8 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not propose, negotiate, take or commit to, and its legal advisors neither the opportunity Seller, the Flu Group, nor any of their respective Affiliates shall be required to participate in all meetingsagree to, communications and conferences with the Polish Authority and promptly inform taking of any action that would: (i) require the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation Affiliates to retain any part of the Merger Control Clearance and shall, if requested by Flu Group; (ii) place any limitations on the Seller, the Flu Group or any of their respective Affiliates, the effectiveness or consummation of which is not conditioned on Closing occurring; or (iii) result in an adverse effect on the Seller or its Affiliates (other than the Flu Group Companies). 4.2.9 Within 60 days after the date of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other party with written notice of its intent to make a written summary thereof if CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other party. If neither the Seller nor the Purchaser provides notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. 4.2.10 If either the Seller or the Purchaser elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.9 or if CFIUS requires a filing then: (i) the Seller and the Purchaser shall use their respective reasonable endeavours to submit a draft CFIUS Filing as soon as reasonably practicable after the Election Date, and a final CFIUS Filing no later than 30 Business Days after submitting the draft CFIUS filing, provided that the final CFIUS Filing shall not be submitted earlier than (1) 5 Business Days after submitting the draft CFIUS Filing or (2) 5 Business Days after the receipt of any of its advisers participate in such meeting or material conversation comments from CFIUS staff regarding the draft CFIUS Filing; (ii) the Seller and the Purchaser will provide each other with the Polish Authorityreasonable opportunity to review and comment on any information provided to CFIUS to the extent permitted by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R or other personal information requested by CFIUS staff. Competitively sensitive information, or information not related to the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (iii) the Seller and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing (subject to Clause 4.2.10(ii)) and shall be jointly responsible for the accuracy of such contents, except as provided below. The Seller and the Purchaser respectively, shall each be responsible for the accuracy of the contents of the CFIUS Filing to the extent exclusively relating to itself, its business, and any subsidiaries, parents or other related parties; and (iv) the Seller and the Purchaser shall use their respective reasonable endeavours to obtain CFIUS Approval as promptly as practicable (and in any event not later than the Long Stop Date) and shall consult with each other on strategic matters related to obtaining such CFIUS Approval. 4.2.7 Without prejudice to Clause 4.2.24.2.11 In the event a CFIUS filing is made, the Seller and the Purchaser agree that all requests shall consult, cooperate and enquiries from the Polish Authority shall be dealt with by the Seller and the Purchaser in consultation with keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Seller and the Purchaser shall use their respective reasonable endeavours to provide promptly co-operate with all information that is required pursuant to a request by CFIUS. 4.2.12 The Purchaser, subject to the limitations in Clause 4.2.6 (mutatis mutandis), and provide all necessary information the Seller shall cooperate and assistance reasonably required by the Polish Authority upon being requested use their respective reasonable endeavours to do so by the otherensure that no Governmental Entity shall enact, issue, promulgate, enforce or enter any Applicable Law or Judgment as contemplated under Clause 4.

Responsibility for Satisfaction. 4.2.1 The Seller Vendors shall use their best efforts to ensure the satisfaction of the Reorganisation Condition prior to condition set out in Section 4.1.1 as soon as reasonably practicable after the date on which Closing is due hereof subject to take place in accordance compliance by the directors of the Vendors' Guarantor with Clause 7.1their fiduciary duties. 4.2.2 The Purchaser shall assume all costs (including filing fees but excluding legal costs borne by the Seller) and use its best endeavours and take all steps necessary to obtain the Merger Control Clearance from the Polish Authority Vendors' Guarantor shall, as soon as possiblereasonably practicable after the date hereof, but mail a circular to the shareholders of the Vendors' Guarantor so as to inform them of this Agreement and so as to convene the general meeting of the Vendors' Guarantor referred to in any event prior to 5.00 p.m. (UK time) Section 4.1.1 on 27 December 2023or before May 15, 1999. 4.2.3 As Each of the US Purchaser and US Vendor will as soon as reasonably practicable, but no later than two (2) Business Days practicable after the date of hereof make all filings which are required to be made with any Governmental Authority under the HSR Act in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, with respect to the HSR Act, neither the US Vendor nor the US Purchaser shall submit a complete merger control filing be required to: (i) divest or hold separate any assets including assets of any Affiliate; or (ii) agree to any limitation on their respective freedom of action with the Polish Authorityrespect to, or their ability to retain any of their (or their Affiliate's) other assets or businesses. 4.2.4 The US Purchaser and US Vendor shall provide promptly inform each other of all communications with any Governmental Authority in connection with the Seller (or Seller’s legal advisors condition referred to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or other documentation prior to their submission to the Polish Authority and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consentSection 4.1.3. 4.2.5 The Purchaser shall organise regular review with Without limitation to the Seller and its legal advisors generality of the progress of any notifications and filings and shall promptly provide the Seller with copies of all material correspondenceprovisions set forth in this Section 4.3, documents, other communications (and written summaries of any non-written communication) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearance. 4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation to the Merger Control Clearance and shall, if requested by the Seller, provide a written summary thereof if neither the Seller nor any of its advisers participate in such meeting or material conversation with the Polish Authority. 4.2.7 Without prejudice to Clause 4.2.2, the Seller and the Purchaser agree that all requests and enquiries inquiries from the Polish any Governmental Authority shall be dealt with by the Seller US Vendor and the US Purchaser in consultation with each other other. 4.2.6 The Vendors and the Seller and Purchasers shall each use all reasonable commercial efforts to cause the condition set forth in Section 4.1.2 to be satisfied as soon as reasonably practicable. 4.2.7 The Vendors' Guarantor shall promptly give notice to the US Purchaser of the satisfaction of the condition set out in Section 4.1.1, but not later than the close of business on the day following satisfaction of such condition. 4.2.8 The US Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by give notice to the Polish Authority upon being requested to do so by Vendors' Guarantor of satisfaction of the othercondition in Section 4.1.3, but not later than the close of business on the day following the satisfaction of each such condition.