Common use of AFFIRMATIVE UNDERTAKINGS Clause in Contracts

AFFIRMATIVE UNDERTAKINGS. (a) Except as otherwise expressly provided in this Agreement, each of Holdings, Investco and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice. (b) Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall use all reasonable efforts to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation. (c) Holdings agrees to execute and deliver to the Consenting Noteholders for counter-execution, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, on or before the Closing. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.

AFFIRMATIVE UNDERTAKINGS. The Company hereby undertakes and agrees with the Board as follows: (a) Except that the Term Loan granted by the Board under the provisions of this Agreement shall be used solely as otherwise expressly herein stipulated save with the prior written consent of the Board; (b) that it will and will procure that the business and affairs of the Company and its Subsidiary are carried on and conducted with due diligence and efficiency in accordance with sound technical, financial, industrial and managerial standards and practices, as may be applicable to their respective industries, including the maintenance of adequate records with qualified personnel and in accordance with its or their respective Memorandum and Articles of Association; (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements, information, explanations and data as the Board may reasonably require, by prior written notice, regarding the affairs and financial condition of the Company and its Subsidiary, except to the extent that such disclosure would breach any law, regulation, stock exchange requirement or duty of confidentiality; (d) that it will furnish to the Board a copy of the sale and purchase, assignment or conveyance, as the case may be, of any kind of immovable (real) property hereafter acquired by or for use by the Subsidiary; (e) that the Board shall, if an Event of Default has occurred and is continuing, have the right, by prior written notice and during the normal business hours of the Subsidiary, to reasonably inspect any land or premises where the Subsidiary carries on business and to reasonably inspect all property and assets whatsoever therein or thereon, and all accounts, records and statements wherever the same may be situated and to make inventories and record thereof; provided in this Agreementthat all such Board representatives shall be covered by the Subsidiary’s confidentiality agreement with the Board and comply with all of the Subsidiary’s safety and security policies and procedures, each and the Board shall indemnify and hold harmless the Subsidiary from any and all damages, losses, costs, expenses that are caused by the Board’s or its representatives’ negligent or intentional acts or omissions while conducting such inspections; (f) that it will supply to the Board certified copies of Holdings, Investco any resolution passed at any general meeting of shareholders of the Subsidiary which may materially and Wireless agrees that, adversely affect the financial state and condition of the Subsidiary within Fourteen (14) Business Days from the date of this Agreement until such resolution being passed; (g) that it will provide annually to the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to Board: (i) preserve intact its business a copy of the Company’s consolidated balance sheet and goodwillprofit and loss statement, audited by a internationally reputed firm of auditors and their report, as set forth on the Company’s Form 10K; and (ii) maintain a copy of the Subsidiary’s annual returns filed with Singapore’s Accounting and renew its permits Corporate Regulatory Authority, within Thirty (30) Business Days after the issuance or filing thereof; (h) that it shall ensure, to the extent reasonably practicable, the Subsidiary punctually pays all rents, rates, assessments, taxes and licensesall outgoings (except where such are contested in good faith) payable in Singapore in respect of any land or premises belonging to the Subsidiary at which it carries on business, (iii) keep available and the service Subsidiary obtains all necessary licenses and complies with all regulations, rules and orders relating to the carrying on of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come duebusinesses on such premises, in each case in where the ordinary course of business, consistent with past practice. (b) Holdings agrees failure to use its commercially reasonable efforts make such payments or to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to so comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have a material and adverse effect on the right to review and comment upon Company or the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall use all reasonable efforts to Subsidiary; (i) have that it will, to the extent reasonably practicable, ensure that the Subsidiary keeps all its plants, machinery, equipment, buildings, constructions, fixtures, fittings, implements and other effects in good and substantial repair (ordinary wear and tear excepted) and proper working condition in accordance with good commercial practice; (j) that it shall, to the extent reasonably practicable, ensure that the Subsidiary does not dismantle, pull down or cause remove any part of its Fixed Productive Assets, except in cases where such dismantling, pulling down or removal shall in the Proxy Statement to opinion of the Company be cleared rendered necessary by reason of the same being excess, obsolete, worn out or damaged, in which case, the Company shall ensure that such property, except excess property, is (when required by the SEC business of the Subsidiary) replaced by appropriate property in accordance with good commercial practice; (k) that it shall ensure the Board is given such written authorities or other directions and provide such facilities and access as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting Board may reasonably require for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and aforesaid inspection under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this AgreementClause 13(e), but subject to the provisions of such Clause, and the Company shall pay all reasonable costs, fees, traveling and other obligations out-of-pocket expenses whether legal or otherwise of Holdings contained such inspection; (l) that during the term of this Agreement, the Company shall (unless the Board allows otherwise) maintain its shareholding in this Section 7.1(bthe Subsidiary at a minimum of Seventy percent (70%), ifwhether directly or indirectly, prior and the main purpose of the Subsidiary shall be to obtaining manufacture semiconductor products; (m) that the Stockholder Vote, Company shall ensure that the relevant percentage (as stated in the Share Equity Mortgage Agreement) of any new shares issued by the Subsidiary pursuant to Company’s Equity Contributions at any time before the Full Repayment Date shall be mortgaged to the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent accordance with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation.Share Equity Mortgage Agreement; (cn) Holdings agrees that its payment obligations under this Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to execute companies generally; (o) that it shall ensure that the Subsidiary’s total borrowings (including bank borrowings and deliver finance lease liabilities) shall not exceed an aggregate of Seven Hundred Seventy Million United States Dollars (USD770,000,000/-) at all times before all outstanding principal and interests under this Agreement are repaid to the Consenting Noteholders Board, and that it shall obtain the Board’s prior written consent for counter-execution, any borrowings by the Subsidiary in excess of the said aggregate total borrowings; and (p) that it shall refrain from exercising any rights under the fixed and floating charge dated on or about 7 April 2008 made between the Subsidiary as chargor and the Company as chargee in a Registration Rights Agreement, substantially manner that would reasonably be expected to materially prejudice the value of the Board’s Security as set forth in the form attached hereto Share Equity Mortgage Agreement for so long as Exhibit C, on or before the Closingan Event of Default has occurred and is continuing. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.

AFFIRMATIVE UNDERTAKINGS. The Company hereby undertakes and agrees with the Board as follows: (a) Except as otherwise expressly provided that the Term Loan Facility granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore stipulated and not for any other purpose or manner save with the prior written consent of the Board; (b) that it shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and (if requested by the Board) supply certified copies to the Board of, any Authorisation required under any relevant law or regulation to enable it to perform its obligations under this AgreementAgreement and to ensure the legality, validity, enforceability or admissibility in evidence in any relevant jurisdiction of each of HoldingsTransaction Document; (c) that it shall, Investco cause its parent company, Arcturus Therapeutics Holdings Inc., to timely make all quarterly and Wireless agrees thatannual filings required under applicable US securities laws and to provide the Board, within ten (10) days from the date of this Agreement until the Closingfiling, with copies of all such quarterly and annual filings; (d) that it shall, within forty-five (45) days from the end of each financial quarter, deliver to the Board a statement of expenditure on the Eligible Manufacturing Activities (in the form set out in Schedule 2) and, if the Board requests, submit copies (certified true by a director of the Company) of the invoices, receipts and such other documents in support of such statement of expenditure within ten (10) days of such request; (e) that it shall keep all its Equipment in good and substantial repair and proper working condition provided that if such Equipment is no longer deemed necessary for its Arcturus Manufacturing Support Agreement (exe) operations, the Company shall offer to transfer such Equipment to the Board at no cost to the Board, and shall cause be free to dispose of such Equipment if such offer is rejected provided that the proceeds of such disposal are promptly applied towards mandatory prepayment pursuant to Clause 10.4 above; (f) that it shall comply with all obligations related to the Charged Property; (g) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may reasonably require for any inspection conducted in connection with any of the Eligible Manufacturing Activities or in order to require delivery or (as the case may be) take possession of any Charged Property pursuant to the terms of the Security Agreement, provided that where the consent of any third party contractor is required for such inspection the Company shall use its subsidiaries toreasonable endeavours to obtain such consent; (h) that it shall notify the Board of any Default (and the steps, operate if any, being taken to remedy it) promptly upon becoming aware of its business occurrence, and maintain promptly upon the request of the Board, the Company shall supply to the Board a certificate signed by two of the Company Authorized Signatories on its Assetsbehalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it); (i) that it shall deliver to the Board on the Drawdown Date and every anniversary thereafter, a certificate (signed by a Company Authorized Signatory) certifying that: (i) the Company is committed to use Commercially Reasonable Efforts to complete phase 3 trials of the Vaccine and the manufacture thereof; (ii) in the opinion of such Company Authorized Signatory, the Company has sufficient financial resources to use Commercially Reasonable Efforts to complete phase 3 trials of the Vaccine and the manufacture thereof (or if, in the ordinary course opinion of businesssuch Company Authorized Signatory, consistent with past practicethe Company does not have sufficient financial resources to use Commercially Reasonable Efforts to complete phase 3 trials of the Vaccine and the manufacture thereof, and use its commercially reasonable efforts the Company has taken steps to obtain sufficient financial resources); and (iiii) preserve intact its business and goodwill, (if applicable) Commercially Reasonable Efforts are being taken to effect the steps set forth in sub-paragraph (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice.above; (bj) Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC that it shall, as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with after the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior Drawdown Date, deliver to the filing thereof with the SEC. Holdings shall use all reasonable efforts to Board: (i) have financing statements suitable in form for naming the Company as a debtor and the Board as the secured party, or cause the Proxy Statement other similar instruments or documents to be cleared by filed under the SEC Uniform Commercial Code of all jurisdictions as promptly as practicable, may be necessary or desirable to perfect the Security of the Board in the Charged Property pursuant to the Security Documents; and (ii) have all other documentation, and/or evidence of all filings, registrations, annotations and all steps, required to perfect, protect and/or preserve the Proxy Statement mailed Board’s rights under the Security Documents, including, without limitation, the payment of all fees, taxes and stamp duties in relation to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and Security Documents. Arcturus Manufacturing Support Agreement (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(bexe), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation. (c) Holdings agrees to execute and deliver to the Consenting Noteholders for counter-execution, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, on or before the Closing. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.

AFFIRMATIVE UNDERTAKINGS. (a) Except The Borrower hereby undertakes and agrees with the Lender as otherwise expressly provided in this Agreement, each of Holdings, Investco and Wireless agrees that, from follows:- 15.1 that the date of this Agreement until the Closing, it Borrower shall, and shall cause its subsidiaries toupon receipt of a written request, operate its business and maintain its Assets, in duly furnish to the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice. (b) Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC Lender annually as soon as practicable possible and in any event not later than one hundred and eighty (180) days after the close of its financial year the audited financial statements of the Borrower consisting of a proxy balance sheet as of the close of such respective financial years and a statement of its respective profits and loss for the period then ended in accordance with generally accepted accounting practices and principles consistently applied and signed by its respective auditors, such auditors to be sent acceptable to holders the Lender; 15.2 that the Borrower shall carry on and conduct its affairs and business in a proper and efficient manner and will keep or cause to be kept all its properties and assets in a good state of Class A Stock repair and condition in connection accordance with good commercial practice and shall procure that each of its subsidiaries shall also do so; 15.3 that the meeting Borrower shall observe, perform and comply with all the covenants undertakings stipulations terms and conditions of holders of Class A Stock (this Agreement; 15.4 that the “Stockholders Meeting”) Borrower shall duly pay and discharge all rents, rates, taxes, assessments and governmental charges from time to consider the Exchange time levied upon it or against its properties, business and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto operations prior to the filing thereof date on which penalties become attached thereto unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings; 15.5 that the Borrower shall furnish and provide the Lender with and permit the SEC. Holdings Lender to obtain all such statements information explanation and data as the Lender may reasonably require regarding the financial state or condition of the Borrower (other than confidential information of a price sensitive nature); 15.6 that unless the Lender permits otherwise the Borrower shall use all reasonable efforts to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting Facility only for the purposes of obtaining specified; 15.7 that the Shareholder Vote within thirty (30) days of such mailing. The Board Borrower shall not withdraw, qualify or modify in a manner adverse obtain all necessary licences and comply with all laws regulations rules and orders relating to the Consenting Noteholderscarrying on of its business; 15.8 that the Borrower shall at its own expense, execute, sign, perfect, do and if required register every document, act or publicly propose to withdraw, qualify or modify thing as in a manner adverse to the Consenting Noteholders, its recommendation reasonable opinion of the Exchange, Lender may be necessary or desirable for the Merger purpose of implementing the terms and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in provisions of this Agreement, but subject to ; 15.9 that the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation. (c) Holdings agrees to execute and Borrower shall deliver to the Consenting Noteholders for counter-execution, a Registration Rights Agreement, substantially in Lender upon demand any documents or evidence under any provisions hereof the form attached hereto as Exhibit C, on or before the Closing. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting production of the Class A Stock from the New York Stock Exchange.which has been waived

AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees throughout ------------------------ the continuance of this Agreement and so long as any sum remains owing hereunder that the Borrower will, unless EXIM and, prior to the Conversion Date, the Majority Lenders otherwise agree in writing: (a) Except promptly after becoming aware of the same, inform the Facility Agent, the Security Trustee and EXIM of the occurrence of any Default or Event of Default (and provide the Facility Agent, the Security Trustee and EXIM with full details of the same and of the actions, if any, which the Borrower has taken or proposes to take to remedy the Default or Event of Default in question) and, upon receipt of a written request to that effect from EXIM, the Facility Agent or the Security Trustee (provided that reasonable grounds exist for the submission of such request), confirm to EXIM, the Facility Agent or the Security Trustee, as otherwise expressly provided relevant, that except as previously notified or as notified in this Agreementsuch confirmation, each no Default or Event of Holdings, Investco Default has occurred and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice.is continuing; (b) Holdings agrees without prejudice to use its commercially reasonable efforts to prepare Clauses 3 and file with the SEC as soon as practicable a proxy statement 11, obtain or cause to be sent to holders of Class A Stock obtained, maintain in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange full force and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to effect and comply as to form in all material respects with the all consents, authorizations, licenses or approvals required in or by applicable provisions of the Exchange Act laws and regulations to enable it to enter into and perform its obligations under this Agreement and the rules other Operative Documents to which the Borrower is, or will be, a party and regulations thereunder. The Consenting Noteholders to ensure the validity, enforceability or admissibility in evidence of, this Agreement and their advisors the other Operative Documents to which it is, or will have be, a party; (c) use the right Loan exclusively for the purposes specified in Clause 2.03; (d) promptly file or cause to review be filed all tax returns required to be filed in all applicable jurisdictions and comment upon the Proxy Statement pay or cause to be paid all Taxes shown to be due and payable on such returns or any amendment thereto assessments made against it or its properties and assets prior to the filing thereof with date from which penalties attach for failure to pay the SEC. Holdings same (other than those being contested in good faith and in respect of which such payment may be lawfully withheld and adequate reserves have been set aside); (e) execute, acknowledge, deliver, file and register all such additional agreements, instruments, certificates, documents and assurances and perform such other acts or things as the Facility Agent, the Security Trustee or EXIM shall use all reasonable efforts reasonably request to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for effectuate the purposes of obtaining this Agreement and each of the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse other Operative Documents to which the Consenting NoteholdersBorrower is, or publicly propose to withdrawwill be, qualify a party or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under or thereby; and (f) promptly after receipt by the Merger Agreement. Notwithstanding the foregoing or anything Borrower, deliver to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder VoteEXIM, the Board determines in good faithSecurity Trustee and the Facility Agent a copy of any notice, after consultation with outside counsel, that failure to so withdraw, qualify document or modify its recommendation would be inconsistent with the exercise of its fiduciary dutiesinstrument which EXIM, the Board may withdraw Security Trustee or modify its recommendation. (c) Holdings agrees the Facility Agent is not otherwise entitled to execute receive under this Agreement or any other Operative Document and deliver which is received by the Borrower from any other party pursuant to the Consenting Noteholders for counter-executionor in connection with this Agreement or any other Operative Document to which it is, or will be, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, on or before the Closingparty. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.

AFFIRMATIVE UNDERTAKINGS. Each of the holders of Class C and D Indebtedness severally and for itself undertakes and agrees with the holder of Class B Indebtedness throughout the continuance of this Deed and so long as the Class B Indebtedness or any part thereof remains owing that it will, unless the holder of Class B Indebtedness otherwise agrees in writing: (a) Except as otherwise expressly provided in this Agreement, each supply to the holder of Holdings, Investco and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to Class B Indebtedness: (i) preserve intact as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each of its business financial years, copies of its financial statements in respect of such financial year (including a profit and goodwill, loss account and balance sheet) audited and certified by an independent public accountant acceptable to the holder of Class B Indebtedness; (ii) maintain as soon as they are available, but in any event within one hundred and renew twenty (120) days after the end of each half of each of its permits financial years, copies of its unaudited financial statements (including a profit and licensesloss account and balance sheet) prepared on a basis consistent with its audited financial statements together with a certificate signed by its principal financial officer to the effect that such financial statements are true in all material respects and present fairly its financial position as at the end of, and the results of its operations for, such half-year period; and (iii) keep available promptly on request, such additional financial or other information relating to it as the service holder of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice.Class B Indebtedness may from time to time reasonably request; (b) Holdings agrees to use keep proper records and books of account in respect of its commercially reasonable efforts to prepare business and file with permit the SEC as soon as practicable a proxy statement to be sent to holders holder of Class A Stock in connection with B Indebtedness and/or any professional consultants appointed by the meeting of holders holder of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall use B Indebtedness at all reasonable efforts times to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders inspect and examine its records and books of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation.account; (c) Holdings agrees to execute and deliver to promptly inform the Consenting Noteholders for counter-execution, a Registration Rights Agreement, substantially in holder of Class B Indebtedness of the form attached hereto as Exhibit C, on occurrence of any Event of Default or before the Closing.prospective Event of Default; (d) Holdings shall use maintain its reasonable best efforts corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorizations, agreements and obligations applicable to contest and/or appeal it and pay all taxes imposed on it when due; (e) punctually pay all sums due from it and otherwise comply with its obligations under this Deed; (f) do or permit to be done every act or thing which the delisting holder of Class B Indebtedness may from time to time reasonably require for the purpose of enforcing the rights of the holder of Class A Stock from B Indebtedness hereunder; (g) not do or knowingly cause or permit to be done anything which may in any way depreciate, jeopardize or otherwise prejudice the New York Stock Exchangevalue of the security of the holder of Class B Indebtedness hereunder; (h) not create or attempt or agree to create or permit to arise or exist any Charge over all or any part of its Subordinated Indebtedness or any interest therein or otherwise assign, deal with or dispose of all or any part of its Subordinated Indebtedness (except under or pursuant to this Deed); (i) at all times remain the beneficial owners of its Subordinated Indebtedness; (j) not vary the liability of the Borrower in relation to its Subordinated Indebtedness; (k) upon the request of the holder of Class B Indebtedness, supply to the holder of Class B Indebtedness such information regarding the amount and terms of the Junior Indebtedness as the holder of Class B Indebtedness may require; (l) subject to the provisions of this Deed, duly observe and perform all its obligations under any Subordinated Loan Agreement to which it is a party; (m) ensure that each date for repayment of principal and payment of interest under any Subordinated Loan Agreement to which it is a party shall be an Interest Payment Date; and (n) promptly inform the holder of Class B Indebtedness of any breach of this Deed known to it.

AFFIRMATIVE UNDERTAKINGS. (a) Except as otherwise expressly provided in this Agreement, each of Holdings, Investco and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice. (b) Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”"STOCKHOLDERS MEETING") to consider the Exchange and the Merger Agreement (the “Proxy Statement”"PROXY STATEMENT"). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall use all reasonable efforts to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation. (c) Holdings agrees to execute and deliver to the Consenting Noteholders for counter-execution, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT C, on or before the Closing. (d) Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.