Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Law, each Party shall use its commercially reasonable efforts to fulfill the conditions precedent to the other’s respective obligations hereunder and to secure all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-parties required in order to consummate the transactions contemplated by this Agreement. (b) In addition to and without limitation of the foregoing, each of Buyer and Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer and Seller shall (and shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (B) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Lawlaw, each Party of Parent and the Company shall use its commercially reasonable best efforts to fulfill take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the conditions precedent transactions contemplated by this Agreement, including to the other’s respective obligations hereunder and to secure obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to consummation of the Merger (and, in such case, to proceed with the consummation of the Merger as expeditiously as possible), including through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party Parent agrees to cause any Person person or entity that may be deemed to be the ultimate parent entity or otherwise to control such Party Parent to file, if such filing is required by Lawlaw) as soon as practicable, and in any event prior to 20 Business Days ten business days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) shall file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, ) and (ivii) use commercially reasonable efforts to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreementlaw. Each of Buyer Parent and Seller the Company shall (and Parent shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party parties hereto (which shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party Parent shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication use its reasonable best efforts to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s 's regulations thereunder, ; any applicable New York Lawslaws, and the New York State Public Service Commission NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby Merger so as to enable the Closing Effective Time to occur as soon as reasonably possible, but in any event to insure that the Effective Time occurs no later than the Termination Date. (d) Seller . Each party shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer the other party of any material written communication to that party or its affiliates from any Governmental Authority and and, subject to applicable law, permit Buyer or its counsel the other party to review in advance any proposed material written communication to any Governmental Authority, of the foregoing; (Bii) not agree to participate, or to permit its Affiliates affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with Buyer the other party in advance and and, to the extent permitted by such Governmental Authority, gives Buyer the other party the opportunity to attend such meetings and discussions, participate thereat; and (Ciii) furnish Buyer the other party with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger. (c) Nothing in this Agreement shall require Parent, the Company or any of their respective subsidiaries to dispose of any of its assets or to limit its freedom of action with respect to any of its assets or businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, in order to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act or any other law, regulation or order or to avoid the entry of, or to effect the dissolution of, any injunction or other order in any suit or proceeding relating thereto, other than dispositions, limitations, commitments, or agreements that in each such case may be conditioned upon the consummation of the Merger and the transactions contemplated hereby and that in each such case do not and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, assets or financial condition of the Company and its subsidiaries together with Parent and its subsidiaries taken as a whole as constituted after the Effective Time.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Law, each Party Parent shall use its commercially reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), including through all possible appeals. The Company shall cooperate with Parent's efforts pursuant to the foregoing sentence. In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Merger. (b) In addition to and without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 3 business days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) shall file as soon as practicable any form or report required by any other Governmental Authority relating Agency relate to antitrust, competition, trade or energy regulation antitrust matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries or requests received from any domestic or foreign government or governmental agency or authority (each, a "Governmental Authority Agency") for additional information or documentation, (ii) (A) promptly notify the other party of any written communication to that party from any Governmental Agency and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing, (B) to the extent practicable, permit the other party to review and discuss in advance and consider in good faith the views of one another in connection with, any proposed written (or any material oral) communication with any Governmental Entity; (C) not agree to participate in any substantive meeting or discussion with any Governmental Agency in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat, and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda, if any, setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger, and (iii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority Agency not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party parties hereto (which shall not be unreasonably withheld). Parent shall offer to take (and if such offer is accepted, delayed commit to take) all steps that it is capable of taking to avoid or conditioned)eliminate impediments under any antitrust, and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to competition, or trade regulation law that Party or its Affiliates from may be asserted by any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, Agency with respect to this Agreement the Merger so as to enable the Effective Time to occur prior to June 30, 2001 (the "Outside Date") and shall defend through litigation on the transactions contemplated herebymerits any claim asserted in any court by any party, including appeals. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party Parent shall avoid or eliminate each propose, negotiate, offer to commit and every impediment applicable effect (and if such offer is accepted, commit to such Party under any applicable antitrustand effect), competitionby consent decree, hold separate order, or trade otherwise, the sale, divestiture or energy regulation law (including disposition of such assets or businesses of Parent or, effective as of the Federal Power ActEffective Time, as amendedthe Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the FERC’s regulations thereunderoffer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any applicable New York Lawsof the businesses, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicableservices or assets of Parent, the Public Utility Holding Company Act Surviving Corporation or their respective subsidiaries, in order to avoid the filing of 1935any suit or proceeding or the entry of, as amendedor to effect the dissolution of, and any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the regulations promulgated thereunder) that effect of preventing or delaying the Effective Time beyond the Outside Date, or which may be asserted by necessary to allow the Effective Time to occur prior to the Outside Date. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any Governmental Authority action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior hereby. Notwithstanding anything to the 30th day prior contrary in this Section 5.12, Parent shall not be required to Closingtake any actions in connection with, Surveys on or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and businesses of Parent and its Subsidiaries or the Real Property Company and (ii) on or prior its Subsidiaries that accounted in the aggregate for more than $60,000,000 of the combined sales of Parent and the Company in fiscal year 1999. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Closing Date, other under this Section as "outside counsel only." Such materials and the Title Policies on the Real Property. Seller information contained therein shall deliver be given only to the Title Insurer outside legal counsel of the recipient and, in the case of Parent, its General Counsel (provided that the General Counsel of Parent enter into an agreement with the Company covenanting that he will not disclose any such affidavits as may be reasonably necessary competitively sensitive material to remove the mechanic’s lien and parties employees, officers or directors of Parent or its subsidiaries unless express permission is obtained in possession exceptions advance from the Title Policies. Company) and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (ethe Company or Parent, as the case may be) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handlegal counsel.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreement and applicable Lawthe respective Boards of Directors of each Company, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the transactions contemplated by this AgreementMerger (and, in such case, to proceed with the Merger as expeditiously as possible). (b) In addition the event any litigation is commenced by any person or entity relating to and without limitation of the foregoingTransactions, each of Buyer and Seller undertakes and agrees either party shall have the right, at its own expense, to (i) file (participate therein, and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer and Seller shall (and shall cause Company will not settle any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (B) not extend any waiting period under litigation without the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (other, which shall consent will not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and without limiting the foregoingdirectors of Parent, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, Telemate and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination DateSurviving Corporation shall take all such necessary action. (d) Seller Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Titan Acquiring Sub will provide reasonable assistance Telemate with certain factual representations of Parent and Titan Acquiring Sub reasonably requested by Telemate as necessary to Buyer in obtaining (i) confirm that Parent and Titan Acquiring Sub will not take any action on or prior to after the 30th day prior to Closing, Surveys on Effective Time that would jeopardize the Real Property and (ii) on or prior to tax free nature of the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title PoliciesMerger. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions of this Agreement and applicable LawAgreement, each Party of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use its commercially reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all actions and to secure do, or cause to be done, all necessary things necessary, proper or appropriate waivers, consents, approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) advisable under applicable law and third-parties required in order regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent’s prior written consent. (b) In addition to and without limitation of the foregoing, each of Buyer Parent, Merger Sub and Seller the Company undertakes and agrees to (i) file (and each Party Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days ten business days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or energy regulation other regulatory matters, and (ivii) use commercially reasonable efforts to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party parties hereto (which consent shall not be unreasonably withheldwithheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, delayed competition, or conditioned)trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, and (C) bear 50% which would otherwise have the effect of preventing or delaying the filing fees made with Governmental Authorities in connection with the transactions contemplated herebyEffective Time. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party or its Affiliates from any Governmental Authority and, subject to applicable Lawlaw, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Merger unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after Merger (except that the Execution DateCompany shall be under no obligation of any kind to provide any other party documents, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid material or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect other information relating to the transactions contemplated hereby so as valuation of the Company or to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior alternatives to the 30th day prior to Closing, Surveys on the Real Property proposed Merger and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policiesthis Agreement). (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, including Section 6.3, each Party of the parties hereto shall use its commercially all reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Buyer and the Company, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Acquisition (and, in such case, to proceed with the Acquisition as expeditiously as possible). In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of Seller and Buyer, neither of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Buyer, (x) the incurrence of material debt financing, other than the Financing in connection with the Acquisition and related transactions contemplated by this Agreementand other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Acquisition. Buyer shall use its reasonable best efforts to cause the satisfaction of any conditions to the receipt of funds arising from or related to the Financing Assurances. (b) In addition to and without Without limitation of the foregoing, each of Buyer and Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer and Seller shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party party hereto. Buyer shall use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Acquisition so as to enable the Closing Date to occur prior to September 15, 1999 (which the "Outside Date"). Without limiting the foregoing, Buyer shall not be unreasonably withheldagree to negotiate the sale, delayed divestiture or conditioned)disposition of such assets or businesses of Buyer or, and (C) bear 50% effective as of the filing fees made Closing Date, the Company, or any of Buyer's subsidiaries, or agree to negotiate limits on its freedom of action with Governmental Authorities in connection respect to any of the businesses, services or assets of Buyer, the Company or any of Buyer's subsidiaries, as reasonably may be required to avoid delaying the Closing Date beyond the Outside Date. At the request of Buyer, Seller shall use its reasonable efforts to cause the Company to agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company, provided that any such action may be conditioned upon the consummation of the Acquisition and the transactions contemplated hereby. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority other governmental entity and, subject to applicable Lawlaw, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority in governmental authority respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Acquisition unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authoritygovernmental authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated herebyAcquisition. Promptly after If Buyer shall have complied with all of its obligations under this Section 6.10, but there is no action that Buyer or Seller can undertake or offer to undertake that would eliminate the Execution Dateimpediment asserted by the FTC, Seller agrees Antitrust Division, or State Attorney General or other order in any suit or proceeding, in order for the Closing Date to cause occur prior to the Companies applicable date specified in Section 8.1(ii), assuming all conditions other than those relating to petition the NYISO and ConEd such impediment or order have been satisfied or waived, then Buyer shall not be deemed to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006have breached its obligations under this Section 6.10. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under event any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted litigation is commenced by any Governmental Authority with respect person or entity relating to the transactions contemplated hereby so as by this Agreement, Buyer shall have the right, at its own expense, to enable participate therein, and Seller will not settle any such litigation without the Closing to occur no later than the Termination Dateconsent of Buyer, which consent will not be unreasonably withheld. (d) In connection with the consummation of the Financing contemplated by the Financing Assurances, at the reasonable request of Buyer, Seller shall provide reasonable assistance to Buyer in obtaining (i) on agrees to enter into such agreements, to use reasonable best efforts to deliver such officers' certificates and opinions as are customary in financing of this type and as are, in the good faith determination of the persons executing such officers' certificates or prior to the 30th day prior to Closingopinions, Surveys on the Real Property accurate and (ii) on or prior will provide to the Closing Date, lenders who have issued financing commitments to Buyer for the Title Policies on the Real Property. Seller shall deliver Acquisition financial and other information in Seller's possession with respect to the Title Insurer Acquisition, use reasonable efforts to make the Company's senior officers available to assist such affidavits as may be reasonably necessary to remove lenders, and otherwise cooperate in connection with the mechanic’s lien and parties in possession exceptions from consummation of the Title PoliciesFinancing. (e) With regard to water intake and discharge issues at the Facilities, and Buyer shall provide Seller any related consent orders certificates from Governmental Authorities, Buyer relating to the extent permitted by applicable Law, Seller shall (A) promptly notify solvency and adequate capitalization of Buyer of any material written communication from any Governmental Authority and permit Buyer or Buyer's ability to pay its counsel to review in advance any proposed material written communication debts that are given to any Governmental Authoritybanks, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.lenders in

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreement the respective boards of directors of the Corporations and applicable LawWCI, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of WCI, the transactions contemplated by Corporations, CRC and FBLP, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to this Agreementtransaction (and, in such case, to proceed with the transaction as expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Buyer WCI and Seller the Corporations undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Signing Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"ANTITRUST DIVISION"). Each of Buyer WCI and Seller the Corporations shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated herebyparties hereto. Each Party party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable Law, other governmental entity and permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under event any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted litigation is commenced by any Governmental Authority with respect person or entity relating to the transactions contemplated hereby so as by this Agreement, WCI shall have the right, at its own expense, to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilitiesparticipate therein, and the Corporations will not settle any related such litigation without the consent orders from Governmental Authoritiesof WCI, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) which consent will not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handbe unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided each of this Agreement and applicable Law, each Party the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information of documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (Bii) not extend extend (c) In the event any waiting period under the HSR Act litigation is commenced by any person or enter into any agreement with any Governmental Authority not entity relating to consummate the transactions contemplated by this Agreement, except with including any Acquisition Transaction, Parent shall have the prior right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of the other Party (Parent, which shall consent will not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreement the respective boards of directors of the Company and applicable LawParent, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days practicable after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission FTC and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which parties hereto. Parent shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication take all reasonable steps necessary to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party impediments under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other governmental entity with respect to the transactions contemplated hereby Merger so as to enable the Closing to occur no later than as soon as reasonably possible. Parent shall not be under any obligation to propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on sale, divestiture or prior to the 30th day prior to Closingdisposition of such assets or businesses of Parent or, Surveys on the Real Property and (ii) on or prior to effective as of the Closing Date, the Title Policies on Surviving Corporation whether or not such sale or divestiture is requested by the Real PropertyFTC, the Antitrust Division, or any State Attorney General 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 preventing or delaying the Closing. Seller Parent or the Company, as applicable, shall deliver take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Title Insurer such affidavits as may Termination Date. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or in behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other copies of all correspondence between it (or its advisors) and the FTC, the Antitrust Division or any State Attorney General relating to this Agreement or any of the matters described in this Section 6.6(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, the Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in this Section 6.6(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be reasonably necessary the principal spokesperson in connection with any proceedings or negotiations with any governmental entity relating to remove any of the mechanic’s lien and parties in possession exceptions from foregoing, provided that it shall afford the Title PoliciesCompany a reasonable opportunity to participate therein. (ec) With regard In the event any litigation is commenced by any person or entity relating to water intake and discharge issues the transactions contemplated by this Agreement, Parent shall have the right, at the Facilitiesits own expense, to participate therein, and the Company will not settle any related such litigation without the consent orders from Governmental Authoritiesof Parent, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) which consent will not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handbe unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Lawherein provided, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of the transactions contemplated by this AgreementCompany and its subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the fiduciary duties of the Board of Directors of the Company and Parent and the requisite vote of the stockholders of the Company. (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which parties hereto. Parent shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication take all reasonable steps necessary to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party impediments under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other 26 governmental entity with respect to the transactions contemplated hereby merger so as to enable the Closing to occur no later than as soon as reasonable possible. Without limiting the Termination Date. (d) Seller foregoing, Parent shall provide reasonable assistance propose, negotiate, commit to Buyer in obtaining (i) on and effect, by consent decree, hold separate order, or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Dateotherwise, the Title Policies on sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Real Property. Seller shall deliver to Effective Time, the Title Insurer such affidavits Surviving Corporation as may be reasonably necessary required in order to remove avoid the mechanic’s lien and parties entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in possession exceptions any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not be required to sell, divest, dispose of, or hold separate assets or businesses with aggregate 1997 revenues in excess of $6,250,000 (which amount is estimated to be the revenues from the Title Policies. (e) With regard to water intake front loader business in the Greater Houston area and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller North County Landfill). Each party shall (A) promptly notify Buyer the other party of any material written communication to that party from the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other governmental entity and permit Buyer or its counsel the other party to review in advance any proposed material written communication to any Governmental Authorityof the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, (B) not agree including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussionsparticipate therein, and (C) furnish Buyer with copies the Company will not settle any such litigation without the consent of all material correspondenceparent, filings, and communications (and memoranda setting forth the substance thereof) 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 handwhich consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreement the respective boards of directors of the Company and applicable LawParent, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which parties hereto. Parent shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication take all reasonable steps necessary to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party impediments under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other governmental entity with respect to the transactions contemplated hereby Merger so as to enable the Closing to occur no later than as soon as reasonably possible. Without limiting the Termination Dateforegoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required 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 preventing or delaying the Closing; provided, however, that Parent shall not be required to take any such actions if such action would be reasonably likely, in the aggregate, to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole, in the case of a sale divestiture, holding separate or other disposition of assets of the Company or its subsidiaries, or, in the case of a sale, divestiture, holding separate or other disposition of assets of the Parent or its subsidiaries, such action with respect to a comparable amount of assets of the Company would be reasonably likely, in the aggregate, to have such a material adverse effect. Parent or the Company, as applicable, shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 9.1(a)(ii) or Section 9.1(b)(ii). The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or in behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other copies of all correspondence between it (or its advisors) and the FTC, the Antitrust Division or any State Attorney General relating to this Agreement or any of the matters described in this Section 7.7(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, the Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in this Section 7.7(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be the principal spokesperson in connection with any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (dc) Seller shall provide reasonable assistance to Buyer in obtaining (i) on In the event any litigation is commenced by any person or prior entity relating to the 30th day prior transactions contemplated by this Agreement, or any Acquisition Transaction, Parent shall have the right, at its own expense, to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilitiesparticipate therein, and the Company will not settle any related such litigation without the consent orders from Governmental Authoritiesof Parent, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) which consent will not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handbe unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and ------------------------- conditions of this Agreement and applicable LawAgreement, including Section 5.03, each Party of the parties hereto shall use its commercially reasonable all best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations including, but not limited to, the HSR Act and the Gaming Laws, to consummate and make effective the transactions contemplated by this Agreement, including using its best efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the transactions contemplated by this AgreementCompany and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in that case, to proceed with the Merger as expeditiously as possible). In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to delay materially or prevent consummation of the Merger. (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in practicable any event prior to 20 Business Days after the Execution Date, a Notification and Report Form required under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (iithe "Antitrust Division") file and to make such filings and apply for such approvals and consents as soon as practicable, and in any event prior to 20 Business Days after are required under the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this AgreementGaming Laws. Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters or Gaming Laws, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated herebyParties hereto. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority other governmental entity and, subject to applicable Lawlaw, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Merger unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authoritygovernmental authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006Merger. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Lawherein provided, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of the transactions contemplated by this AgreementCompany and its subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders and boards of directors of the Company and Parent. (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees and, in the case of the Company, shall use its best efforts to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party its principal shareholder to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days practicable after the Execution Date, date hereof a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, the "Antitrust Division"). Each of Parent and in any event prior the Company shall (and the Company shall use its best efforts to 20 Business Days after the Execution Date, any form or report required by FERC, cause its principal shareholder to) (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (ivi) use commercially its reasonable efforts to receive comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and (c) In the event any clearance or approval required litigation is commenced by any Governmental Authority person or applicable Law, in each case, with respect entity relating to the transactions contemplated by this Agreement. Each of Buyer , including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and Seller shall (and shall cause the Company will not settle any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (B) not extend any waiting period under litigation without the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (Parent, which shall consent will not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Law, each Party shall use its commercially reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and do, or cause to secure be done, all things necessary, proper or advisable to obtain all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities required (including by pursuing all possible appealsi) and third-parties required in order to consummate the transactions contemplated by this AgreementAgreement (and, in such case, to proceed with the consummation of the transactions contemplated by this Agreement as expeditiously as possible) and (ii) in order to implement the matters set forth in Schedule 6.02, including through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Buyer and Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 15 Business Days after the Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts take any act and make any undertaking to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer and Seller shall (and shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (B) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and and, to the extent practical, (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its their counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Closing occurs no later than the Termination Date. (d) Nothing in this Agreement shall require Seller shall provide reasonable assistance or any of its Affiliates to Buyer in obtaining (i) on dispose of any of its assets or to limit its freedom of action with respect to any of its assets or businesses, whether prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to after the Closing Date, or to commit or agree to any of the Title Policies on the Real Property. Seller shall deliver foregoing, in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, Closing relating to the extent permitted by applicable HSR Act or any other Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer regulation or its counsel order or to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participateavoid the entry of, or to permit its Affiliates to participateeffect the dissolution of, any injunction or other order in any substantive meeting suit or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handproceeding relating thereto.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions of this Agreement and applicable LawAgreement, each Party of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use its commercially reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all actions and to secure do, or cause to be done, all necessary things necessary, proper or appropriate waivers, consents, approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) advisable under applicable law and third-parties required in order regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Buyer Parent, Merger Sub and Seller the Company undertakes and agrees to (i) file (and each Party Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days ten business days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or energy regulation other regulatory matters, and (ivii) use commercially reasonable efforts to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party parties hereto (which consent shall not be unreasonably withheldwithheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, delayed competition, or conditioned)trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, and (C) bear 50% which would otherwise have the effect of preventing or delaying the filing fees made with Governmental Authorities in connection with the transactions contemplated herebyEffective Time. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party or its Affiliates from any Governmental Authority and, subject to applicable Lawlaw, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Merger unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after Merger (except that the Execution DateCompany shall be under no obligation of any kind to provide any other party documents, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid material or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect other information relating to the transactions contemplated hereby so as valuation of the Company or to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior alternatives to the 30th day prior to Closing, Surveys on the Real Property proposed Merger and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policiesthis Agreement). (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to Each of the terms and conditions of this Agreement and applicable Law, each Party parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of WCI and the transactions contemplated Selling Entities, all necessary or appropriate waivers, consents and approvals and SEC "NO-ACTION" letters to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible); provided, however, that in using its reasonable efforts WCI shall not be required to take any action or to agree to any condition, including without limitation any condition imposed by this Agreementany government authority with respect to the transfer of any Governmental Permit or obtaining any Required Governmental consent, that, in WCI's reasonable judgment, imposes a materially adverse financial burden or operating condition on WCI or any of the Selling Entities. At or immediately after the Closing, the Merger Sub, the Corporation, and the Owner shall cause the Filed Articles to be filed with the Secretary of State of the State of Nevada. (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Buyer WCI and Seller the Corporation undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any (c) In the event any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required litigation is commenced by any other Governmental Authority person or entity relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer , including any Acquisition Transaction, WCI shall have the right, at its own expense, to participate therein, and Seller shall (the Corporation and shall cause Ralner will not settle any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (B) not extend any waiting period under litigation without the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (WCI, which shall consent will not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and ---------------------- conditions of this Agreement and applicable LawAgreement, including Section 5.03, each Party of the parties hereto shall use its commercially all reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations (including the HSR Act and the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Parent, (x) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions contemplated by this Agreementand other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Merger. Parent shall use its reasonable best efforts to cause the satisfaction of the conditions to the receipt of funds pursuant to the Financing Commitment. (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, practicable a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (iithe "Antitrust Division") file and to make such filings and apply for such approvals and consents as soon as practicable, and in any event prior to 20 Business Days after are required under the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this AgreementGaming Laws. Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (Ai) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters or Gaming Laws, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party parties hereto. Parent shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law or Gaming Laws that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Effective Time to occur prior to the Outside Date and shall not be unreasonably withhelddefend through litigation on the merits any claim asserted in any court by any party, delayed or conditionedincluding appeals. Without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), and (C) bear 50% by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the filing fees made Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with Governmental Authorities respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in connection 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 preventing or delaying the Effective Time beyond the Outside Date; provided; however, that anything to the contrary in this Agreement -------- ------- notwithstanding, neither Parent nor any of its subsidiaries shall be required to divest or dispose of any property that is material to the business of Parent and its subsidiaries, taken as a whole. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority other governmental entity and, subject to applicable Lawlaw, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Merger unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authoritygovernmental authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006Merger. (c) In addition Parent agrees to and without limiting use its reasonable best efforts to obtain the foregoing, each Party shall avoid Financing in accordance with the Financing Commitment or eliminate each and every impediment applicable alternate commitments or arrangements that are not reasonably likely to such Party under any applicable antitrust, competition, cause a material delay in the consummation of the Merger or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys have a material adverse effect on the Real Property and (ii) on or prior ability of Parent to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be Company's stockholders the economic benefits they are reasonably necessary expected to remove receive by virtue of the mechanic’s lien and parties in possession exceptions from the Title PoliciesMerger. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions of this Agreement and applicable LawAgreement, each Party of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use (and shall cause its commercially respective Subsidiaries to use) its reasonable best efforts to fulfill take, or cause to be taken, all actions (other than the conditions precedent to the other’s respective obligations hereunder actions contemplated by Section 5.2(b)) and to secure do, or cause to be done, all necessary things necessary, proper or appropriate waivers, consents, approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) advisable under applicable Law and third-parties required in order regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, (x) except as otherwise provided in the Disclosure Schedule, notwithstanding any other provision of this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third party in connection with the foregoing and (y) neither the Company nor any of its Subsidiaries shall incur any such expenses to be paid at Closing in excess of $24.2 million in the aggregate as estimated on Section 5.2 of the Disclosure Schedule without Parent’s prior written consent. (b) In addition to and without limitation of the foregoing, each of Buyer Parent, Merger Sub and Seller the Company undertakes and agrees to (i) file (and each Party Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days ten business days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) shall file as soon as practicable any form or report required by any other Governmental Authority Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or energy regulation other regulatory matters), and (ivii) use commercially reasonable efforts to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law; provided, in each casehowever, with respect to that no party shall be required to, and the transactions contemplated by this AgreementCompany may not (without the prior written consent of Parent) make any such filing or undertaking or take any such action which filing, undertaking or action would have a Material Adverse Effect. Each of Buyer Parent and Seller the Company shall (and shall cause i) request early termination in connection with the antitrust filings under the HSR Act or any such parent entity to) foreign antitrust Law, to the extent applicable, (Aii) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (Biii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (which parties hereto. Parent and the Company shall not take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade Law that may be unreasonably withheld, delayed asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any Action or conditioned), and (C) bear 50% proceeding that would otherwise have the effect of preventing or delaying the filing fees made with Governmental Authorities in connection with the transactions contemplated herebyEffective Time. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (IIii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby Merger unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Authority, gives the other Party party the opportunity to attend and participate thereat; and (IIIiii) subject to applicable Law, furnish the other Party party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective Representatives representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after Merger (except that the Execution DateCompany shall be under no obligation of any kind to provide any other party documents, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid material or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect other information relating to the transactions contemplated hereby so as valuation of the Company or to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior alternatives to the 30th day prior to Closing, Surveys on the Real Property proposed Merger and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policiesthis Agreement). (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, including Section 6.3, each Party of the parties hereto shall use its commercially all reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of Buyer and the Company, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Acquisition (and, in such case, to proceed with the Acquisition as expeditiously as possible). In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of Seller and Buyer, neither of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Buyer, (x) the incurrence of material debt financing, other than the Financing in connection with the Acquisition and related transactions contemplated by this Agreementand other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Acquisition. Buyer shall use its reasonable best efforts to cause the satisfaction of any conditions to the receipt of funds arising from or related to the Financing Assurances. (b) In addition to and without Without limitation of the foregoing, each of Buyer and Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days 15 days after the Execution Datedate hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer and Seller shall (and shall cause any such parent entity to) (A) respond i)respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters, and (Bii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party party hereto. Buyer shall use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Acquisition so as to enable the Closing Date to occur prior to September 15, 1999 (which the "Outside Date"). Without limiting the foregoing, Buyer shall not be unreasonably withheldagree to negotiate the sale, delayed divestiture or conditioned)disposition of such assets or businesses of Buyer or, and (C) bear 50% effective as of the filing fees made Closing Date, the Canadian Medical Waste Assets, or any of Buyer's subsidiaries, or agree to negotiate limits on its freedom of action with Governmental Authorities in connection respect to any of the businesses, services or assets of Buyer, the Canadian Medical Waste Assets or any of Buyer's subsidiaries, as reasonably may be required to avoid delaying the Closing Date beyond the Outside Date. At the request of Buyer, Seller shall use its reasonable efforts to cause the Company to agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Canadian Medical Waste Assets, services, or assets of the Company, provided that any such action may be conditioned upon the consummation of the Acquisition and the transactions contemplated hereby. Each Party party shall consult and cooperate in the regulatory review process and (Ii) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority other governmental entity and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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.appli-

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Law, each Party shall use its commercially reasonable best efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and do, or cause to secure be done, all things necessary, proper or advisable to obtain all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities required (including by pursuing all possible appealsi) and third-parties required in order to consummate the transactions contemplated by this AgreementAgreement (and, in such case, to proceed with the consummation of the transactions contemplated by this Agreement as expeditiously as possible) and (ii) in order to implement the matters set forth in Schedule 6.02, including through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Buyer and Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 15 Business Days after the Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts take any act and make any undertaking to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Buyer and Seller shall (and shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (B) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and and, to the extent practical, (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its their counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoing, each Party Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s 's regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Closing occurs no later than the Termination Date. (d) Nothing in this Agreement shall require Seller shall provide reasonable assistance or any of its Affiliates to Buyer in obtaining (i) on dispose of any of its assets or to limit its freedom of action with respect to any of its assets or businesses, whether prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to after the Closing Date, or to commit or agree to any of the Title Policies on the Real Property. Seller shall deliver foregoing, in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any related consent orders from Governmental Authorities, Closing relating to the extent permitted by applicable HSR Act or any other Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer regulation or its counsel order or to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participateavoid the entry of, or to permit its Affiliates to participateeffect the dissolution of, any injunction or other order in any substantive meeting suit or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handproceeding relating thereto.

Agreement to Cooperate. (a) Subject to the terms and conditions of this Agreement and applicable Lawherein provided, each Party of the parties hereto shall use its commercially all reasonable efforts to fulfill the conditions precedent take, or cause to the other’s respective obligations hereunder be taken, all action and to secure do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary, proper or advisable waivers, consents and approvals under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents, consents or approvals or authorizations of Governmental Authorities (including by pursuing all possible appeals) and third-third parties required in order to consummate preserve material contractual relationships of the transactions contemplated by this AgreementCompany and its Subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the fiduciary duties of the Board of Directors of the Company and Parent and the requisite vote of the stockholders of the Company. (b) In addition to and without Without limitation of the foregoing, each of Buyer Parent and Seller the Company undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, practicable a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice, Justice (ii) file as soon as practicable, and in any event prior to 20 Business Days after the Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement"Antitrust Division"). Each of Buyer Parent and Seller the Company shall (and shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters. Without limiting the foregoing, (B) not extend any waiting period under Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the HSR Act sale, divestiture or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreementdisposition of such assets or businesses of Parent or, except with the prior consent effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Party (order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not be unreasonably withheldrequired to sell, delayed divest, dispose of or conditioned), and (C) bear 50% hold separate assets or businesses with aggregate 1997 revenues in excess of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby$10,000,000. Each Party party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party party of any written communication to that Party party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable Law, other governmental entity and permit the other Party or its counsel party to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby 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 thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the foregoingevent any claim, each Party shall avoid action, suit, investigation or eliminate each and every impediment applicable to such Party under any applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted other proceeding by any Governmental Authority with respect to governmental body or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby so as to enable or seeks damages in connection therewith, whether before or after the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, Surveys on the Real Property and (ii) on or prior to the Closing DateEffective Time, the Title Policies on parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto; provided, however, that in the Real Property. Seller event any claim, action, suit, investigation or other proceeding is commenced against the Company or any Subsidiary by any governmental body or other person or other legal or administrative proceeding is commenced against the Company or any Subsidiary, in each case under the HSR Act or pursuant to federal or state antitrust laws, Parent shall deliver have the right, at its own expense, to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilitiesparticipate therein, and the Company will not settle any related such litigation without the consent orders from Governmental Authoritiesof Parent, to the extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) which consent will not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the substance thereof) 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 handbe unreasonably withheld.