Common use of Consents and Filings; Further Assurances Clause in Contracts

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (ai) The SellersEach of the parties shall, the Blockersand shall cause its Affiliates to, the Companies enter into such further agreements and the Buyer assignments and shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (iA) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (iiB) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any other applicable Law. Notwithstanding the foregoing, including taking any steps required nothing contained in this Agreement shall require Buyer or necessary its Affiliates to obtain enter into a divestiture, hold-separate, business limitation or similar agreement or undertaking which would individually or in the approval aggregate, in the reasonable judgment of the SBA for board of directors of Buyer, materially and adversely impact the transactions contemplated hereby (including by “negative” consent), solely economic or business benefits to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation Buyer of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements or the ability of Buyer to conduct its business or the Business substantially in the manner as they are being conducted as of the date of the Agreement. (bii) The Companies shallEach of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or shall cause other inquiry unless it consults with the Target Entities toother party in advance and, give promptly to the extent permitted by such notice Governmental Authority, gives the other party the opportunity to third attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and obtain cooperate fully with each other in exchanging such third party consents information and providing such assistance as the Buyer deems other party may reasonably necessary or desirable request in connection with the transactions contemplated by foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do sohereby. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly (and in no event later than five Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act for both parties. (b) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable Lawwaiting periods including under the HSR Act. Subject to the Confidentiality Agreement, including taking the parties will provide each other with copies of all correspondence, filings or communications between them or any steps required of their Representatives, on the one hand, and any Governmental Authority or necessary members of its staff, on the other hand, with respect to obtain the approval of the SBA for this Agreement and the transactions contemplated hereby hereby. (including by “negative” consent), solely to the extent that the SBA makes an objection c) Certain consents and waivers with respect to the transactions contemplated by this Agreement, Agreement identified in Schedule 3.3(a) or non-Material Contracts may be required from parties to contracts to which the Seller is a party and (iii) have vacated, lifted, reversed not been and may not be obtained. Neither the Seller nor any of its Affiliates shall have any liability to the Buyer arising out of or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits relating to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice failure to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable waivers that may be required in connection with the transactions contemplated by this Agreement and or because of the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration termination of any nature in connection with any such noticecontract as a result thereof, consent and no such failure or estoppel certificate or consent to any change termination shall result in the terms failure of any agreement or arrangement that the Buyer condition set forth in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityArticle VI. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval . (b) Each of the SBA for Seller and the transactions contemplated hereby (including Buyer shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by “negative” consent), solely to the extent that the SBA makes an objection any Governmental Authority with respect to the transactions contemplated by this Agreementhereby. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging such transactions, and (iii) if, by mutual agreement, the Seller and the Buyer decide that litigation is in their best interests, each party shall cooperate and use commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) order that is then in effect and that enjoinsprohibits, restrainsprevents, conditions, makes illegal or otherwise restricts or prohibits the consummation of such transactions. Each of the Seller and the Buyer shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice period under the HSR Act with respect to the transactions contemplated by hereby as promptly as possible after the execution of this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityAgreement. (c) Except as required Each of the parties, unless prohibited or restricted by Law or any Governmental Authority, shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, none the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the BuyerHSR Act. Subject to the Confidentiality Agreement and unless prohibited or restricted by Law or any Governmental Authority, its direct and indirect Subsidiaries the parties will provide each other with copies of all correspondence, filings or communications between them or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered intoauthorized representatives, that would materially impair on the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closingone hand, and for no further considerationany Governmental Authority or members of its staff, each of on the parties shallother hand, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable with respect to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Transactions, in each case, in accordance with such Party’s respective obligations hereunder, including any other standard herein that expressly applies to such Party’s obligations hereunder, as promptly as reasonably practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and Transactions, except for the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary failure to obtain any such consent, approval, authorization, qualifications and orders described in this sentence which would not reasonably be expected to be material to the approval Acquired Company Entities taken as a whole or materially impair the Acquired Company Entities’ ability to consummate the Transaction. Purchaser shall pay the filing fees associated with all filings under the HSR Act made in connection with the Transactions. Any such notification and report form and supplemental information shall be in substantial compliance with the HSR Act. (b) Each of the SBA for Parties shall use its commercially reasonable efforts to defend through litigation on the transactions contemplated hereby (including merits any claim asserted in court by “negative” consent)any party in order to avoid entry of, solely or to the extent that the SBA makes an objection to the transactions contemplated by this Agreementhave vacated or terminated, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction order or other action judgment (whether temporary, preliminary or permanent) that is then would prevent the Closing by the Termination Date. Notwithstanding anything to the contrary set forth in effect and that enjoinsthis Section 6.12 or elsewhere in this Agreement, restrainsneither Purchaser nor Seller nor any of its Affiliates shall be required to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or business or any of them, conditions, makes illegal the Acquired Companies or otherwise restricts or prohibits the consummation any Affiliates of the transactions contemplated by this Agreement foregoing or make any other change in any portion of the business of the Acquired Companies or incur any other limitation on the conduct of the business of the Acquired Companies to obtain such clearances, consents, authorizations, orders, approvals and the Ancillary Agreements. (b) The Companies shallexemptions or agree to do, or shall cause the Target Entities tosubmit to orders providing for, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer foregoing, in each case whether before or any Target Entityafter the Closing. (c) Except as required by this Agreement, none Each of the BuyerParties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority, its direct subject to applicable Law, relating to the matters that are the subject of this Agreement and indirect Subsidiaries permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, subject to applicable Law, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Law, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement and applicable Law, the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their respective Affiliates shall engage in representatives, on the one hand, and any action Governmental Authority or enter into any transaction (including any acquisition) or permit any action members of its staff, on the other hand, with respect to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or and the Ancillary Agreements or would reasonably be expected to do soTransactions. (d) Notwithstanding anything to the contrary Without limiting any covenant contained in this AgreementArticle VI, nothing herein each of the Parties, and each Acquired Company shall obligate or be construed to obligate the Companies or any of their Affiliates to cause its respective Subsidiaries to: (i) makeuse commercially reasonable efforts to obtain all consents and approvals of third parties and Government Authorities that are triggered by such Party’s obligation to consummate the Transactions (provided that such consents and approvals will not be a condition to Closing), or to cause to be made, any payment to any third party, and (ii) commence any Action take such other action as may reasonably be necessary or (iii) offer as another Party may reasonably request to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain satisfy the consent or approval conditions of such third party the other Party under any Contract or otherwiseArticle VII. (e) From time to time and after the Closing, and for no in the event any further considerationaction is necessary to carry out the purposes of this Agreement, or if Purchaser reasonably requests the delivery of any documents related to this Agreement, the Parties and, as applicable, the officers, directors, managers or members of each of the parties shallParty, and shall cause its Subsidiaries to, execute, acknowledge and deliver take all such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions necessary action as may be reasonably necessary requested by Purchaser or desirable any Acquired Company to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementsachieve such intent at Purchaser’s expense. (f) Notwithstanding anything herein Purchaser acknowledges and agrees that certain consents, authorizations and approvals to the contraryTransactions may be required from parties to Material Contracts to which the Acquired Company Entities are a party and such consents, authorizations and approvals may not be obtained. The failure of the Acquired Company Entities to obtain any such consent, authorization or approval shall not delay or prevent the Closing. For the avoidance of doubt, unless required by Section 7.03, Purchaser agrees that (x) neither Sellers, the Buyer Acquired Company Entities, nor any of their respective Affiliates or representatives shall have any liability whatsoever to Purchaser or any of its Affiliates arising out of or relating to the failure to obtain any consents, authorizations or approvals that may have been or may be required in connection with the Transactions or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (y) no representation or warranty of Sellers or the Acquired Company Entities contained herein shall be breached or deemed breached as a result of the failure to obtain any consent, authorization or approval or as a result of any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization or approval or any such default, acceleration or termination. Without limiting the generality of the foregoing, Purchaser shall not be required by this Section to take acquire, or agree to undertake acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any actioninvestment in, or by any other manner (including through any joint ventures, partnerships or other arrangements), any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into any consent decreeof a definitive agreement relating to or the consummation of such acquisition, hold separate order merger, consolidation or other arrangement, that would (A) require investment could reasonably be expected to delay the divestiture of any assets consummation of the Buyer Transactions. Notwithstanding the foregoing or anything to the Target Entitiescontrary set forth in this Agreement, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or neither Sellers nor any of their assets Affiliates will be required to make payments, commence litigation or businesses or any agree to modifications of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights terms and conditions of ownership any agreements with respect to, the Purchased Intereststhird parties.

Consents and Filings; Further Assurances. (a) The SellersEach of the Parties shall take, in accordance with the Blockers, covenants set forth in Sections 3 and 4 of the Companies and the Buyer shall use all commercially reasonable efforts to takeRestructuring Support Agreement, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and to confirm Buyers’ ownership of the Specified Equity Interests and the Transferred Assets as promptly as practicable, including to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for the filing of the Chapter 11 Plan and any other pleadings before the Bankruptcy Court as contemplated in this Agreement, nothing in this Agreement or any Ancillary Agreement shall require any of the Parties or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Specified Equity Interest or Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall take any and all actions that are necessary or advisable, and shall exercise commercially reasonable efforts to collaborate with one another prior to the Closing to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority or any other Person, including consenting to any divestiture or other structural or conduct relief or undertakings as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and the Buyers’ ownership and operation of the Transferred Assets and the Business or of the Buyers’ ownership to the Specified Equity Interests immediately following the Closing; (ii) promptly make to the extent not delivered prior to the date hereof, as soon as practicable following the date hereof deliver all necessary filingsnotices and filings (including any notification and report form and related material required under the HSR Act), the Competition Act, if required, the Indian Competition Act, 2002, to the relevant Government Authorities, and thereafter promptly make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Governmental Authority under applicable Law with respect to any such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority not to consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including taking by defending against and contesting administratively and in court any steps required litigation or adverse determination initiated or made by a Governmental Authority under applicable law; provided, that in the case of the preceding clauses (i) through (vi) of this Section 5.5(a), the Buyers shall not be obligated to consent to any divestiture or other structural or conduct relief or undertakings that would, individually or in the aggregate, have a Material Adverse Effect. The Endo Companies shall pay all filing fees and other charges for the filing under the HSR Act or other Antitrust Law by the Parties. For the avoidance of doubt, the obligations of this Section 5.5(a) apply solely to the Endo Companies and Buyers, and such obligations do not apply to (and Buyers shall not be obligated under this Section 5.5(a) to make any requests to) the Required Holders, other holders of Secured Debt, or any other party with an interest in the Buyers that is not itself a Buyer under this Agreement; provided, that, Buyers shall cause Required Holders to provide any information reasonably necessary for Buyers to obtain comply with their obligations under this Section 5.5(a). The Buyers shall lead the process of applying for and obtaining the approval from the Competition Commission of India in connection with the transfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and Par LLC to the Indian HoldCo and Operand, respectively, and the Endo Companies shall cooperate in good faith and provide reasonable support to the Buyers in this regard. The Buyers shall provide the Seller Parent the opportunity to review and comment on applications and all related submissions made for the approval from the Competition Commission of India in connection with the acquisition of the Indian HoldCo, and such comments shall be reasonably considered by the Buyers. Notwithstanding anything to the contrary in this Agreement or the Chapter 11 Plan, all submissions to be made for the approval of the SBA for Competition Commission of India that relate to information or documents in respect of the Endo Companies and/or to be executed by the Endo Companies shall be in a form agreed in writing by the Endo Companies. The Endo Companies agree that the transfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and Par LLC to the Indian HoldCo and Operand, respectively, shall be completed upon receiving the acknowledgement or approval (as applicable) of the Competition Commission of India in connection with such transfer. For the avoidance of doubt, to the extent any action is required to be taken under both the Restructuring Support Agreement and this Agreement, the efforts standard set forth in the Restructuring Support Agreement shall govern. (b) Each of the Parties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority with respect to this Agreement or in connection with the transactions contemplated hereby (including and permit the other Parties to review in advance any proposed communication by “negative” consent)such Party to any Governmental Authority. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any notices, solely filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent that permitted by such Governmental Authority, gives the SBA makes an objection other Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting or similar periods under applicable Law. Subject to applicable Law, the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby. (c) From time to time prior to or at the Closing, the Endo Companies and the Buyers shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and (iii) have vacatedshall take such further actions, liftedas may be necessary or appropriate to vest in the Buyers all the right, reversed title, and interest in, to or overturned any orderunder the Specified Equity Interests and the Transferred Assets, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect to provide the Buyers and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by Sellers all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give and to otherwise make effective as promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with practicable the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate Subject to and without limiting Section 5.5(a), each of the Parties will use its commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with and assist the Sellers in giving to cause all conditions precedent to such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation obligations to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitybe satisfied. (cd) Except as specifically required by this Agreement, none the Buyers will not take any action, or refrain from taking any action, the effect of which would be to delay or impede the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisitionx) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer Parties to consummateconsummate the Plan Transaction, (y) entry of the Confirmation Order or (z) implementation of the Chapter 11 Plan. Without limiting the generality of the foregoing, the Buyers shall not, directly or indirectly, acquire or agree to acquire by merging or consolidating with, or would prevent by purchasing a substantial portion of the assets of or materially delayequity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the transactions contemplated by entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the purchase and sale of the Specified Equity Interests and Transferred Assets pursuant to this Agreement or the Ancillary Agreements expiration or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or termination of any of their Affiliates to (i) make, or to cause to be made, any payment to any third partyapplicable waiting period, (ii) commence increase the risk of any Action or Governmental Authority entering an order prohibiting the purchase and sale of the Specified Equity Interests and Transferred Assets pursuant to this Agreement, (iii) offer increase the risk of not being able to grant remove any accommodation (financial such order on appeal or otherwise, or (iv) to any third party, in each case, in order to obtain delay or prevent the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each consummation of the parties shall, purchase and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets sale of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability Specified Equity Interests and Transferred Assets pursuant to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Intereststhis Agreement.

Consents and Filings; Further Assurances. (a) The SellersSubject to the proviso contained in Section 5.10(b) hereof, each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain by obtaining from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallEach of the Company and Acquiror shall use commercially reasonable efforts to resolve such objections, or shall cause the Target Entities toif any, give promptly such notice as may be asserted by any Governmental Authority with respect to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; hereby, provided, however, that nothing in this Agreement will require or obligate Acquiror or Sub to (and in no event shall any representation, warranty or covenant of Acquiror or Sub contained in this Agreement be breached or deemed breached as a result of the Buyer shall have no obligation failure of Acquiror or Sub to give take any guarantee of the following actions): (i) agree to or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent otherwise become subject to any change in limitations on (A) the terms right of any agreement Acquiror or arrangement that Surviving Corporation effectively to control or operate their business or assets; (B) the Buyer in its sole discretion may deem adverse right of Acquiror to acquire the Company pursuant to the interests Merger; (C) the right of Acquiror to exercise full rights of ownership over the Surviving Corporation and its Subsidiaries; or (D) the right of Acquiror or Surviving Corporation to receive the services and other rights under the applicable Ancillary Agreements; (ii) agree or be required to sell, license or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the Buyer business, assets or operations of Acquiror or Surviving Corporation or any Target Entityof their Affiliates including the business, assets or operations of the Company or any of its Subsidiaries; or (iii) otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices. (c) Except as required To the extent permitted by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further considerationapplicable Law, each of the parties shallshall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. In the event that a Governmental Authority shall request that a party to this Agreement participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, such party shall so advise the other parties and, to the extent reasonably practical, shall consult with the other parties in advance and, to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and shall cause any Governmental Authority or members of its Subsidiaries tostaff, executeon the other hand, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable with respect to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The SellersTarget Company, the Blockers, the Companies Sellers and the Buyer shall use all commercially reasonable efforts to take, take or cause to be taken, taken all appropriate action actions, to do, take or cause to be done, taken all things necessary, proper appropriate or advisable action under the applicable Law Laws or otherwise required to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Documents as promptly soon as practicable, including to (i) obtain from Governmental Authorities and other Persons obtaining all consents, approvals, authorizations, qualifications and orders as are from the Governmental Authorities and other Persons necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsDocuments, (ii) promptly make filing all necessary filings, documents and thereafter make any other required submissionsdocuments hereafter in connection with this Agreement under the Anti-Monopoly Law of the PRC, with respect the Laws relating to outbound investment in the PRC, or any other applicable LawLaws, including taking any steps required or necessary and to obtain consents, approvals, filings and/or exemptions under the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementforegoing Laws, and (iii) have vacatedwithdrawal, liftedlifting, reversed opposing or overturned reversal of any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that which enjoins, restrainsbinds, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsDocuments. (b) The Sellers, the Warrantors and the Group Companies shall, or shall cause the Target Entities to, give promptly such notice necessary notices to third parties in a timely manner and use their best efforts to obtain such third party consents as (including the Buyer deems reasonably necessary or desirable third-party consents set forth in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityExhibit D). (c) Except as required by this AgreementThe Sellers and the Warrantors covenant to continue to provide guarantee, none security and mortgage until the natural maturity of the Buyerloan, its direct and indirect Subsidiaries obligation or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability obligation of the Buyer to consummate, Sellers or would prevent or materially delaythe Guarantor (the "Sellers' Guaranteed Obligations"). Upon maturity of the Sellers' Guaranteed Obligations, the transactions contemplated Buyer undertakes to, and shall procure the Group Companies to, release the guarantee, security and mortgage provided by this Agreement or the Ancillary Agreements or would reasonably be expected Sellers and the Warrantors with respect to do sothe Sellers' Guaranteed Obligations. (d) Notwithstanding anything to the contrary in this AgreementThe Sellers agree that, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after following the Closing, the Sellers will cooperate with the Buyer and for no further considerationthe Group Companies, each of the parties shallif any consent, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary approval or authorization is required or desirable to consummate and make effective be maintained by the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein Group Companies but is not obtained prior to the contraryClosing, to obtain such consent, approval or authorization as promptly as practicable after the Buyer shall not be required by this Section to take Closing in respect of any rights or agree to undertake benefits under any actionlease, including entering into any consent decreelicense, hold separate order commitment or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability Contract to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestswhich a Group Companies is a party.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Sellers and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Sellers shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Sellers shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.7 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company or the Target Entitiesany of their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company or any of their its assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Transferred Interests. (c) JS and the Sellers acknowledge and agree that, other than with respect to her Commercial Persona (as defined in the Contribution Agreement) associated with the Retained Assets, JS has, prior to the date hereof, assigned all right, title and interest in and to her Commercial Persona (i.e., other than to the extent associated with the Retained Assets), to the Sellers, and that JS’s Commercial Persona associated with the Transferred Assets (as defined in the Contribution Agreement) constitutes all such right, title and interest in and to JS’s Commercial Persona (other than to the extent associated with the Retained Assets), which have been transferred to the Company pursuant to the Contribution Agreement. Among other things, the Sellers have contributed to the Company all Owned Intellectual Property, all rights under Contracts (other than the Retained Assets), including Contracts relating to any obligation for JS to provide personal services to the Business and any rights surviving the termination of the Original Camuto License Agreement, and advances in respect of any royalties not fully earned as well as all prepaid advertising assets, in each case related to the Business. From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Affiliates to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (including the contribution of the Intellectual Property and assets contemplated by the Contribution Agreement). The Sellers and the Buyer agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any lease, license, commitment, Permit or other Contract to which the Company is a party is not obtained prior to the Closing, the Sellers and the Buyer will, subsequent to the Closing, cooperate with each other or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (d) In the event that any amounts otherwise payable to the Company with respect to periods following the date of this Agreement, including any royalty payments under current or former license agreements, including, without limitation, the Camuto License Agreement, are received by the Sellers or any of their respective Affiliates (other than the Company) following the date of this Agreement, such amounts shall be promptly (and in any event within 30 days) forwarded and remitted to the Company or its designee. In the event that any amounts otherwise payable to the Company or the Sellers with respect to periods prior to or on the date of this Agreement, including any royalty payments under current or former license agreements, including, without limitation, the Original Camuto License Agreement, are received by the Company or any of its Affiliates (other than the Sellers) following the date of this Agreement, such amounts shall be promptly (and in any event within 30 days) forwarded and remitted to the Sellers or their respective designee, as applicable.

Consents and Filings; Further Assurances. (a) The SellersAs promptly as practicable after the date of this Agreement, the BlockersSeller will, and will cause each of the Acquired Companies and the Buyer shall use to, make all commercially reasonable efforts to take, or cause filings required by Legal Requirements to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise made by them in order to consummate and make effective the transactions contemplated by Transactions. Between the date of this Agreement and the Ancillary Agreements as promptly as practicableClosing Date, including to the Seller will, and will cause each Acquired Company to, (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for cooperate with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, Purchaser with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent all filings that the SBA makes an objection Purchaser elects to the transactions contemplated make or is required by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice Legal Requirements to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable make in connection with the transactions contemplated by this Agreement Transactions, and the Ancillary Agreements. The Buyer shall (ii) cooperate with and assist the Sellers Purchaser in giving such notices and obtaining such consentsall Consents identified in Schedule 5.4; provided, however, that this Agreement will not require the Buyer shall have no obligation Seller to give dispose of or make any guarantee change in any portion of its business or to incur any other consideration burden to obtain a Governmental Authorization. (b) As promptly as practicable after the date of any nature this Agreement, the Purchaser will, and will cause each of its Affiliates to, make all filings required by Legal Requirements to be made by them in order to consummate the Transactions. Between the date of this Agreement and the Closing Date, the Purchaser will, and will cause each of its Affiliates to, (i) cooperate with the Seller with respect to all filings that the Seller elects to make or is required by Legal Requirements to make in connection with any such noticethe Transactions, consent and (ii) cooperate with the Seller in obtaining all Consents identified in Schedule 5.4; provided, however, that this Agreement will not require the Purchaser to dispose of or estoppel certificate or consent to make any change in the terms any portion of its business or to incur any agreement or arrangement that the Buyer in its sole discretion may deem adverse other burden to the interests of the Buyer or any Target Entityobtain a Governmental Authorization. (c) Except as required by this Agreement, none The Seller will promptly notify the Purchaser of the Buyer, its direct and indirect Subsidiaries any communication it or any of their respective its Affiliates shall engage in receives from any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything Governmental Authority relating to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate matters that are the Companies or any subject of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and permit the Ancillary Agreements. (f) Notwithstanding anything herein Purchaser to review in advance any proposed communication by such party to any Governmental Authority. The Seller will not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement unless it consults with the Purchaser in advance and, to the contraryextent permitted by such Governmental Authority, gives the Buyer shall not be required by this Section Purchaser the opportunity to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate attend and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsparticipate at such meeting.

Consents and Filings; Further Assurances. (a) The SellersSubject to the proviso contained in the first sentence of Section 5.10(b) hereof, each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including executing and taking all actions (including filing and recording of assignment agreements and other documents with the United States Patent and Trademark Office and/or the applicable foreign authorities) to (i) obtain confirm Company’s ownership of all Company Registered IP and by obtaining from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallEach of the Company and Acquiror shall use commercially reasonable efforts to resolve such objections, or shall cause the Target Entities toif any, give promptly such notice as may be asserted by any Governmental Authority with respect to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; hereby, provided, however, that nothing in this Agreement will require or obligate Acquiror or Sub to (and in no event shall any representation, warranty or covenant of Acquiror or Sub contained in this Agreement be breached or deemed breached as a result of the Buyer shall have no obligation failure of Acquiror or Sub to give take any guarantee of the following actions): (i) agree to or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent otherwise become subject to any change in limitations on (A) the terms right of any agreement Acquiror or arrangement that Surviving Corporation effectively to control or operate their business or assets (except as may be required by the Buyer in its sole discretion may deem adverse OCS to the interests extent it would not constitute or would not be reasonably likely to constitute a Material Adverse Effect); (B) the right of Acquiror to acquire the Company pursuant to the Merger; (C) the right of Acquiror to exercise full rights of ownership over the Surviving Corporation and its Subsidiaries; or (D) the right of Acquiror or Surviving Corporation to receive the services and other rights under the applicable Ancillary Agreements; (ii) agree or be required to sell, license or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the Buyer business, assets or operations of Acquiror or Surviving Corporation or any Target Entityof their Affiliates including the business, assets or operations of the Company or any of its Subsidiaries; or (iii) otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices. (c) Except as required To the extent permitted by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further considerationapplicable Law, each of the parties shallshall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. In the event that a Governmental Authority shall request that a party to this Agreement participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, such party shall so advise the other parties and, to the extent reasonably practical, shall consult with the other parties in advance and, to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and shall cause any Governmental Authority or members of its Subsidiaries tostaff, executeon the other hand, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable with respect to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The SellersCompany, the Blockers, the Companies Voting Stockholders and the Buyer ILOG Group shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law Legal Requirements or otherwise to consummate and make effective the transactions Transactions contemplated by this Agreement and the Ancillary Agreements Transaction Documents as promptly as practicable, including to including, but not limited to: (i) obtain obtaining from Governmental Authorities Bodies and other Persons all consentsConsents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions Transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents, (ii) promptly make making all necessary filings, and thereafter make making any other required submissions, with respect to any this Agreement required under applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Legal Requirements and (iii) have having vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions Transactions contemplated by this Agreement and the Ancillary AgreementsTransactional Documents. In furtherance and not in limitation of the foregoing, the Company and the Voting Stockholders shall permit the ILOG Group reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the Transactions contemplated hereby, and the Company and the Voting Stockholders shall not settle or compromise any such claim, suit or cause of action without the ILOG Group’s prior written consent. Notwithstanding anything herein to the contrary, the ILOG Group shall not be required by this Section to take or agree to undertake any action, including entering into any Consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the ILOG Group, the Company or any of their respective Affiliates, (B) limit the ILOG Group’s freedom of action with respect to, or its ability to consolidate and control, the Company or any of their assets or businesses or any of the ILOG Group’s or their Affiliates’ other assets or businesses or (C) limit the ILOG Group’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Shares. (b) The Companies Company shall, or and the Voting Stockholders shall cause the Target Entities Company to, give promptly such notice to third parties and obtain such third party consents and estoppel certificates as the Buyer deems reasonably ILOG Group may in its sole discretion deem necessary or desirable in connection with the transactions Transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents. The Buyer ILOG Group shall cooperate with and assist the Sellers Company and the Voting Stockholders in giving such notices and obtaining such consentsConsents and estoppel certificates; provided, however, that the Buyer ILOG Group shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent Consent to any change in the terms of any agreement or arrangement that the Buyer ILOG Group in its sole discretion may deem adverse to the interests of the Buyer ILOG Group or the Company or any Target Entityof their Subsidiaries. (c) Except as required by this AgreementThe Company, none of the BuyerVoting Shareholders and the ILOG Group agree that, its direct in the event that any Consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any lease, license, commitment or other Company Contract to which the Company is a party is not obtained prior to the Closing, the Voting Shareholders will, subsequent to the Closing, cooperate with the ILOG Group, the Company and indirect Subsidiaries or any of their respective Subsidiaries or Affiliates shall engage in any action attempting to obtain such Consent, approval or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do soauthorization as promptly thereafter as practicable. (d) Notwithstanding anything to The Company shall, and the contrary in this AgreementVoting Stockholders shall cause the Company to, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) makeretain its accountants to provide to the ILOG Group, financial statements of the Company in compliance with Regulation S-X under the Securities Act as and when needed to satisfy any of the ILOG Group’s reporting obligations on Form 6-K of the Securities and Exchange Commission (or to cause to any amendments thereto) in connection with the Transactions contemplated hereby, including audited, interim and pro forma statements as may be made, any payment to any third party, required in accordance with Regulation S-X and (ii) commence any Action or (iii) offer use their best efforts to grant any accommodation (financial or otherwise) cause such auditors to any third party, in each case, in order consent to obtain the consent or approval inclusion of such third party under financial statements in the ILOG Group’s filings on Form 6-K (or any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any actionamendments thereto), including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action by providing such auditors with respect to, or its ability to consolidate a reasonable and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestscustomary representation letter in connection therewith.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons the BMA Consent and all other material consents, approvals, authorizations, qualifications and orders as which, to the Knowledge of the Company, are necessary for the consummation of the transactions contemplated by this Agreement and Agreement; provided, however, that in connection with taking, or causing to be taken, all such action contemplated by this Section 5.9(a), none of the Ancillary AgreementsBuyer, (ii) promptly make all necessary filingsthe Seller, and thereafter make the Company or any of its Subsidiaries shall be required to incur any out-of-pocket costs or any other required submissionsobligation or liability unless de minimis in nature. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 5.9(a), with respect the Buyer agrees to use its best efforts and to take any applicable Law, including taking any and all steps required or necessary to obtain avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely parties hereto to the extent that the SBA makes an objection to expeditiously close the transactions contemplated by this AgreementAgreement no later than the Termination Date, including proposing, negotiating, committing to and (iii) have vacatedeffecting, lifted, reversed or overturned any order, by consent decree, rulinghold separate orders, judgmentor otherwise, the sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other action order or decision in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, the Buyer shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that is then would prevent the Closing by the Termination Date. (c) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in effect advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and that enjoinsparticipate at such meeting. Subject to the Confidentiality Agreement, restrainsthe parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, conditionsthe parties will provide each other with copies of all correspondence, makes illegal filings or otherwise restricts communications between them or prohibits any of their Representatives, on the consummation one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to contracts to which the Company or a Subsidiary of the Company is a party that have not been and may not be obtained. Notwithstanding anything herein to the Ancillary Agreements. (b) The Companies shallcontrary, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary hereby acknowledges and agrees that none of the Seller or desirable any of its Affiliates (including any officer, director, shareholder, member or employee thereof) shall have any liability to the Buyer or its Affiliates arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any contract (or customer or other business or commercial relationship) as a result thereof, and no such failure or termination shall result in the Ancillary Agreements. The Buyer failure of any condition set forth in Article VII; provided, that the foregoing provisions of this Section 5.9(d) shall in no way limit the obligations of the Seller to use the efforts required of it under Section 5.9(a). (e) On and after the Closing Date, each of the parties shall use all commercially reasonable efforts to comply promptly with all legal requirements which may be imposed on any party with respect to the transactions contemplated by this Agreement, promptly cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation furnish information to give any guarantee or other consideration of any nature party hereto in connection with any such noticerequirements imposed upon such other party, consent and obtain and make promptly (and promptly cooperate with the other parties in obtaining or estoppel certificate making) any applicable consent, authorization, order or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummateapproval of, or would prevent registration, declaration, or materially delayfiling with, or exemption by, any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in taking of any action contemplated by this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) makeincluding, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall but not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect limited to, the Purchased Intereststermination of the registration of the Senior Secured Notes under the Securities and Exchange Act of 1934, as amended, and the general rules and regulations promulgated thereunder.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly (and in no event later than five (5) Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissionssubmissions (including furnishing as promptly as reasonably practicable any supplemental information requested by any Governmental Authority), with respect to this Agreement required under the HSR Act or any other applicable Law. The Seller and the Buyer shall each pay fifty percent (50%) of all filing fees for the filing under the HSR Act by both parties. (b) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable Lawwaiting periods including under the HSR Act. Subject to the Confidentiality Agreement, including taking the parties will provide each other with copies of all correspondence, filings or communications between them or any steps required of their Representatives, on the one hand, and any Governmental Authority or necessary members of its staff, on the other hand, with respect to obtain the approval of the SBA for this Agreement and the transactions contemplated hereby hereby. (including by “negative” consent), solely to the extent that the SBA makes an objection c) Certain consents and waivers with respect to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice which are not required to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsbe disclosed on Schedule 3.3 may not be obtained. The Buyer shall cooperate with Seller and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer its Affiliates shall have no obligation liability to give the Buyer arising out of or relating to the failure to obtain any guarantee such consents or other consideration waivers that are not required to be disclosed on Schedule 3.3 or that may otherwise be required, and no such failure shall result in the failure of any nature condition set forth in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do soArticle VI. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time and after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries their respective Affiliates to, execute, acknowledge execute and deliver such assignments, transfers, consents, assumptions further instruments of conveyance and other documents and instruments transfer and take such additional action as the other actions as parties may be reasonably necessary request to effect, consummate, confirm or desirable evidence the sale and transfer to consummate the Buyer of the Shares and make effective the any other transactions contemplated by this Agreement and the Ancillary Agreementshereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Buyer and the Buyer Sellers shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things such actions as are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents, (ii) promptly make all necessary filings, and thereafter make any other required submissions, filings with respect to any this Agreement required under applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoing. (b) The Companies shall, or Sellers shall cause the Target Entities to, give promptly such notice to third parties and shall use commercially reasonable efforts to obtain such third party consents and estoppel certificates as the Buyer deems reasonably may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or consents and estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitycertificates. (c) Except as required Sellers, if requested by this AgreementBuyer at Closing, none will provide Buyer with such services that are currently provided by Sellers or its Related Parties. Buyer shall pay Sellers for such transition services in accordance with the terms of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction Transition Services Agreement attached as Exhibit J (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so“Transition Services Agreement”). (d) Notwithstanding anything With respect to the contrary in this Agreementinterest of the Company as tenant under the Sublease Agreement between the Company and GPI. dated October 11, nothing herein shall obligate or be construed to obligate 1975 (collectively the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party“GPI Resort Lease Interests”), in each caselieu of the Company assigning such GPI Resort Lease Interests to Buyer hereunder, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after Company shall, at the Closing, assign such interests, free and for no further considerationclear of all Encumbrances other than Permitted Encumbrances, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary to an entity designated by Buyer at or desirable prior to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsClosing. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and Agreement, the Ancillary Agreements and the Promissory Note Documents as promptly as practicable, including to (i) finalize and agree upon the definitive Promissory Note Documents, (ii) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (iiiii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely . Each party shall cooperate with and promptly furnish information to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned other party necessary in connection with any order, decree, ruling, judgment, injunction or requirements imposed upon such other action (whether temporary, preliminary or permanent) that is then party in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated by this Agreement herein. Each of the Seller and the Ancillary AgreementsBuyer shall furnish to each other's counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that may be necessary under the HSR Act and any other antitrust, competition, or trade regulation Laws. (b) The Companies shallEach of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or shall cause other inquiry unless it consults with the Target Entities toother parties in advance and, give promptly to the extent permitted by such notice Governmental Authority, gives the other parties the opportunity to third attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and obtain cooperate fully with each other in exchanging such third party consents information and providing such assistance as the Buyer deems other parties may reasonably necessary or desirable request in connection with the transactions contemplated by foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitytransactions contemplated hereby. (c) Except The Buyer acknowledges that, in order for it to operate the Business as required by this Agreementit had been operated prior to the Closing, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer may be required to consummate, or would prevent or materially delay, apply for and obtain a new Medicare supplier number from the transactions contemplated by this Agreement or relevant Governmental Authority for the Ancillary Agreements or would reasonably be expected Company subsequent to do sothe Closing. The Seller and the Company shall use commercially reasonable efforts to assist the Buyer in obtaining such Medicare supplier number. (d) Notwithstanding anything Without limiting the generality of the Company's and the Seller's undertaking pursuant to Section 6.2(a), the contrary in this AgreementCompany and the Seller shall, nothing herein and shall obligate or be construed to obligate the Companies or any request each of their Affiliates respective Representatives to, provide all cooperation reasonably requested by the Buyer or the Acquisition Sub in connection with the Buyer's or the Acquisition Sub's efforts to obtain financing alternative to, or to replace, the Financing, including (i) make, requesting the Seller's independent accountants to provide reasonable assistance to the Buyer or to cause to be made, any payment to any third partythe Acquisition Sub at the Buyer's expense, (ii) commence any Action or (iii) offer requesting the Seller's attorneys to grant any accommodation (financial or otherwise) provide reasonable assistance to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target EntitiesAcquisition Sub at the Buyer's expense, (Biii) limit using commercially reasonable efforts to obtain landlord waivers, mortgagee waivers, bailee acknowledgements and other similar third-party documents required by the Buyer’s freedom of action with respect tofinanciers providing such financing and (iv) executing and delivering any pledge and security documents, other definitive financing documents, or its ability to consolidate and control, the Target Entities other requested certificates or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsdocuments.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly as soon as practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. Crown shall pay all filing fees and other charges for the filing under the Mexican Antitrust Law and any other applicable Antitrust Law by each party. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 5.7(a), including taking the Buyers agree to use their best efforts and to take any and all steps required or necessary to obtain avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority or any other party so as to enable the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely parties hereto to the extent that the SBA makes an objection to expeditiously close the transactions contemplated by this AgreementAgreement and the Ancillary Agreements no later than the Termination Date, including proposing, negotiating, committing to and (iii) have vacatedeffecting, lifted, reversed or overturned any order, by consent decree, rulinghold separate orders, judgmentor otherwise, the sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or the businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other action order or decision in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, the Buyers shall use their best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that is then would prevent the Closing by the Termination Date. Subject to applicable Laws relating to the exchange of information and without limitation of the parties’ obligations in effect Section 5.7(c), the Buyers shall have the right to direct all proceedings under this Agreement with the Federal Trade Commission, the Department of Justice, the Mexican Federal Economic Competition Commission, or any other competition authority of any jurisdiction; provided, the Buyers (i) shall keep the Sellers fully informed and shall afford the Sellers the opportunity to participate therein and (ii) may not make any commitments on behalf of the Sellers without their consent in their sole discretion. (c) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that enjoinsare the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, restrainsinvestigation or other inquiry unless it consults with the other party in advance and, conditionsto the extent permitted by such Governmental Authority, makes illegal gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the Mexican Antitrust Law and any other applicable Antitrust Law. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or otherwise restricts communications between them or prohibits any of their Representatives, on the consummation one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) The Sellers shall use commercially reasonable efforts to obtain any consents and waivers with respect to the transactions contemplated by this Agreement and that may be required from parties to contracts to which any Acquired Company is a party; provided that no party shall be required to pay any consent fees or similar amounts to the Ancillary Agreements. (b) The counterparties of such contracts. Neither of the Sellers nor the Companies shall, nor any of their Affiliates shall have any Liability to the Buyers arising out of or shall cause relating to the Target Entities to, give promptly such notice failure to third parties and obtain such third party any consents as the Buyer deems reasonably necessary or desirable waivers that may be required in connection with the transactions contemplated by this Agreement and or because of the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration termination of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except contract as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction a result thereof (including any acquisitionamounts payable pursuant to agreements listed in Schedule 3.3(a)(iii) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the ClosingDisclosure Schedules), and for no further consideration, each of such failure or termination shall result in the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture failure of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestscondition set forth in Article VI.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer Each Party shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders Permits as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then . Nothing contained in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementsshall require Sellers to pay any consideration to any other Person from whom any such Permits are requested. (b) The Companies shallSellers and Buyer shall use their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority or shall cause the Target Entities to, give promptly such notice Person with respect to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentshereby; provided, however, that the Buyer shall have no obligation to give any guarantee such efforts will not include Sellers’ or other consideration Buyer’s acceptance of any nature in connection with any such noticeterms or conditions proposed by a Governmental Authority that would impose an unduly burdensome condition, consent change or estoppel certificate modification upon the rights of Sellers or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityBuyer. (c) Except To the extent permitted by applicable Law, each Party shall promptly notify the other Party or Parties of any communication it or any of its Affiliates receives from any Governmental Authority with respect to the transactions contemplated herein and permit the other party to review in advance any proposed communication by such Party or Parties to any Governmental Authority. No Party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party or Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Party or Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as required each other may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. To the extent permitted by this Agreementapplicable Law, none the Parties will provide each other with copies of the Buyerall correspondence, its direct and indirect Subsidiaries filings or communications between them or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered intoRepresentatives, that would materially impair on the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closingone hand, and for no further considerationany Governmental Authority or members of its staff, each of on the parties shallother hand, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable with respect to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, but not limited to, such consents, approvals, authorizations, qualifications and orders as are set forth in Schedule 3.3(a) of the Disclosure Schedules, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. (b) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable Lawwaiting periods including under the HSR Act. Subject to the Confidentiality Agreement, including taking the parties will provide each other with copies of all correspondence, filings or communications between them or any steps required of their Representatives, on the one hand, and any Governmental Authority or necessary members of its staff, on the other hand, with respect to obtain the approval of the SBA for this Agreement and the transactions contemplated hereby hereby. (including by “negative” consent), solely c) Certain consents and waivers with respect to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallAgreements may be required from parties to contract to which the Seller or any Company is a party that have not and may not be obtained. Except for liability that may result from a breach by the Seller of Section 5.9(a), or the Seller and its Affiliates shall cause the Target Entities to, give promptly such notice have no liability to third parties and obtain such third party consents as the Buyer deems reasonably necessary arising out of or desirable relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies parties shall cooperate with each other and the Buyer shall use all commercially reasonable efforts efforts, subject to Section 5.9(b), to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, waivers, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly (and in no event later than five Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain . The Acquiror shall pay all filing fees and other charges for the approval filing under the HSR Act by all parties. (b) Without limiting the generality of the SBA for the transactions contemplated hereby (including by “negative” consentparties’ undertaking pursuant to Section 5.9(a), solely the Acquiror agrees to use, during the period prior to the extent that Termination Date, its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law reasonably asserted by any Governmental Authority so as to enable the SBA makes an objection parties hereto to expeditiously close the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable. In addition, and (iii) the Acquiror shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any Governmental Authority in order to avoid entry of, or to have vacatedvacated or terminated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action Judgment (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated Closing by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing herein in this Section 5.9 shall obligate require the Acquiror to propose, negotiate, commit to and effect, by consent decree, hold separate orders, or otherwise, (i) the sale, divesture, licensing or disposition of any of its assets, properties or businesses (or portion thereof) or of the assets, properties or businesses to be construed acquired by it pursuant hereto, or (ii) any regulatory conditions, undertakings, limitations or behavioral remedies with respect to obligate the Companies Acquiror or any of its Subsidiaries (including after the Closing, the Surviving Corporation) or the ownership or conduct of its business following Closing, and the Company and its Representatives shall not propose or agree to any such consent decree or hold separate order without the Acquiror’s prior written consent. (c) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Non-Disclosure Agreement and the obligation of the Company and its Representatives to keep all such information confidential and to not use such information for any other purpose, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Non-Disclosure Agreement and the obligation of the Company and its Representatives to keep all such information confidential and to not use such information for any other purpose, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to contracts to which the Company or a Subsidiary of the Company is a party that have not been and may not be obtained. Neither the Company nor any of its Affiliates shall have any liability to (i) make, the Acquiror arising out of or relating to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order the failure to obtain any consents or waivers that may be required in connection with the consent transactions contemplated by this Agreement or approval because of such third party under the termination of any Contract or otherwisecontract as a result thereof. (e) From time The Company shall (i) inform the Acquiror as soon as reasonably practicable of any material communication (written or oral) between the Company or any of its Subsidiaries and (A) any Postal Authority concerning any Material Contract with such Postal Authority or concerning the transactions contemplated by this Agreement, (B) solely with respect to time after the Closing, and for no further consideration, each Leased Real Property set forth on Schedule 5.9(e)(i) of the parties shallDisclosure Schedules, the lessor or any other third party associated with the development and shall cause its Subsidiaries toconstruction (including any engineers, execute, acknowledge contractors and deliver consultants) concerning the development or construction of such assignments, transfers, consents, assumptions Leased Real Property (including by providing the Acquiror with copies of specifications and other documents and instruments and take such other actions as may be reasonably necessary plans regarding any Leased Real Property) or desirable to consummate and make effective the transactions contemplated by this Agreement and (C) any lessor of any of the Ancillary Agreements. Leased Real Properties set forth on Schedule 5.9(e)(ii) of the Disclosure Schedules concerning any renewal of the applicable Lease or the transactions contemplated by this Agreement, and (fii) Notwithstanding anything herein to the contraryextent reasonably practicable, provide the Buyer Acquiror with a reasonable opportunity to provide the Company feedback on any such communication. For the avoidance of doubt, material communications shall not be required by this Section to take only include communications between the Company or agree to undertake any actionof its Subsidiaries, including entering into on the one hand, and any consent decreePostal Authority, hold separate order lessor or other arrangement, that would Person described in the foregoing clauses (A) require the divestiture of any assets of the Buyer or the Target Entities), (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C), respectively, on the other hand, concerning the matters described in the foregoing clauses (A), (B) limit the Buyer’s ability to acquire or holdand (C), or exercise full rights of ownership with respect to, the Purchased Interestsas applicable.

Consents and Filings; Further Assurances. (a) The As soon as reasonably practicable, but in no event later than 20 Business Days following the date hereof or, if earlier, the deadline prescribed by Law, the Buyer and the Sellers shall file, or cause their respective Affiliates to file, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein to the extent required by the HSR Act (which forms shall specifically request early termination of applicable waiting periods prescribed by the HSR Act), as well as comparable pre-merger notification forms or other filings required by the Competition Laws of any applicable jurisdiction, as agreed to by the Buyer and the Sellers Representative. All filing fees incurred in connection with regulatory filings made pursuant to this Section 5.7 shall be paid one-half by the Buyer, on the one hand, and one-half by the Sellers, on the Blockersother hand. (b) The Buyer Parties and each Seller Party shall use their good faith efforts to furnish to each other all information required for any HSR Act filing or other filing to be made under any applicable Law in connection with the transactions contemplated by this Agreement. The Buyer and the Sellers Representative shall promptly inform each other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any HSR Act filing or other filing or investigation. Neither the Buyer nor any Seller shall independently participate in any meeting or discussion, either in person or by telephone, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the Companies opportunity to attend and/or participate. Subject to applicable Law and the Confidentiality Agreement, the Buyer and the Sellers Representative will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to any HSR Act filing or other filing or investigation; provided, however, that notwithstanding the foregoing, the Buyer shall be entitled, after consultation with the Sellers Representative, to make all strategic and tactical decisions as to the manner in which to obtain any such consents, including any decision to make any filing or to enter into any agreement with a Governmental Authority regarding the timing of any investigation or waiting period relating to the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, each party reserves the right to limit disclosure of any document, or portion thereof, submitted to any Governmental Authority with respect to any HSR Act filing or other filing to Buyer’s and the Sellers Representative’s respective outside counsel only. (c) Except as otherwise set forth in this Section 5.7, each Seller and the Buyer shall use all commercially their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval . In furtherance and not in limitation of the SBA for foregoing, the Sellers shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementhereby, and (iii) have vacatedthe Sellers shall not settle or compromise any such claim, lifted, reversed suit or overturned any order, decree, ruling, judgment, injunction or other cause of action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits without the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsBuyer’s written consent. (bd) The Companies shall, or Company and its Subsidiaries shall cause the Target Entities to, give promptly such notice to third parties and obtain such third third-party consents and estoppel certificates as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated are explicitly required by this Agreement and the Ancillary AgreementsAgreement. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsconsents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or the Company or any Target Entityof its Subsidiaries. The Sellers Representative shall provide the Buyer with copies of any consents or estoppel certificates obtained pursuant to this Section 5.7(d). (ce) Except as required The Buyer on the one hand and the Sellers on the other hand shall each be responsible for paying any fees and other costs (including, but not limited to, legal and consultant fees) incurred by that party relating to any third-party consents, including but not limited to fees and other costs relating to the preparation of any filings or submissions to any Governmental Authority (other than filing fees incurred in connection with regulatory filings made pursuant to this AgreementSection 5.7, none of which shall be paid one-half by the Buyer, its direct on the one hand, and indirect Subsidiaries one-half by the Sellers, on the other hand); provided, however, that no party shall be required to pay any fees or other payments to any Governmental Authority in order to obtain any such consent (other than filing fees incurred in connection with regulatory filings made pursuant to this Section 5.7, which shall be paid one-half by the Buyer, on the one hand, and one-half by the Sellers, on the other hand). If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any of their respective Affiliates shall engage in private party challenging any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the transactions contemplated hereby as violating any Competition Law, the Buyer and each Seller shall use their reasonable best efforts to consummate, or would prevent or materially delay, promptly resolve such objections in order to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable, provided, however, that notwithstanding the foregoing, that each party hereto shall have the right, but not the obligation, to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Ancillary Agreements consummation of the transactions contemplated by this Agreement under any Competition Law, including but not limited to seeking to have any stay, injunction, or would reasonably be expected to do sotemporary restraining order entered by any court or other Governmental Authority vacated or reversed. (df) Notwithstanding anything Each Seller and the Buyer agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies Company or any of their Affiliates its Subsidiaries any right or benefit under any lease, license, commitment or other Contract to (i) makewhich the Company or any Subsidiary is a party is not obtained prior to the 49 Closing, each Seller will, subsequent to the Closing, cooperate with the Buyer, the Company or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, such Subsidiary in each case, in order attempting to obtain the consent such consent, approval or approval of such third party under any Contract or otherwiseauthorization as promptly thereafter as practicable. (eg) From time to time after the Closing, and for no further consideration, each of the parties Parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fh) Notwithstanding anything herein to the contrary, the Buyer Parties shall not be required by this Section 5.7 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (Ai) require the divestiture of any assets of the Buyer Parties or the Target Entitiesany of their respective Affiliates, (Bii) limit the Buyer’s Buyer Parties’ freedom of action with respect to, or its ability to consolidate and control, the Target Entities Business or any of their assets or businesses the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses businesses, or (Ciii) limit the Buyer’s Buyer Parties’ ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsAssets.

Consents and Filings; Further Assurances. During the period beginning on the date of this Agreement and ending on the earlier of the Closing or the termination of this Agreement: (a) The Sellers, Each of the Blockers, the Companies Seller and the Buyer shall use all commercially of its reasonable best efforts to take, or cause to be taken, all appropriate action to doactions, and do or cause to be donedone all things, all things necessary, proper or advisable under applicable Law (or otherwise otherwise) to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, (ii) promptly make all necessary filingsfilings (including an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than three Business Days after the date of this Agreement), and thereafter promptly make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking (iii) defend any steps required Action, whether judicial or necessary to obtain administrative, and whether brought by a Governmental Authority or a private party, challenging this Agreement or the approval performance of the SBA for obligations hereunder or that would delay or prevent the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to consummation of the transactions contemplated by this Agreement, and (iiiiv) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, 55 makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party shall permit the other reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and neither party shall settle or compromise any such claim, suit or cause of action without the Ancillary Agreementsother’s written consent. (b) The Companies Prior to the Closing, the Seller shall, or shall cause the Target Entities Company and its Subsidiaries to, give promptly such notice use commercially reasonable efforts to third parties solicit and obtain such third third-party consents and estoppel certificates as the Buyer deems reasonably may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary set forth in this Agreement, the parties acknowledge and agree that the Buyer’s obligation to consummate the transactions contemplated by this Agreement and (including effecting the Ancillary AgreementsClosing) is not conditioned upon the receipt of any consent or estoppel certificate, or the consummation of any other action, in respect of any such consent or estoppel certificate. The Buyer shall cooperate with and assist the Sellers Seller in giving such notices and obtaining such consentsconsents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or the Company or its Subsidiaries. The Seller shall provide the Buyer with copies of any Target Entityconsents or estoppel certificates obtained pursuant to this Section 5.8(b). (c) Except as required by this Agreement, none The Seller and the Buyer shall each keep the other informed of the Buyerstatus of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices, documents, or orders or summaries of other communications received by the Seller, the Company or any of its direct and indirect Subsidiaries Subsidiaries, or the Buyer or any of their respective Affiliates or Representatives, as the case may be, from any Governmental Authority with respect to the transactions contemplated hereby as promptly as practicable, but in no event later than within two Business Days after receipt thereof. Without limiting the generality of the foregoing, the Seller and the Buyer shall engage also provide one another with advance notice of any proposed discussions or meetings with any Governmental Authority in any action or enter into any transaction connection with permitting the consummation of the transactions contemplated hereby, shall provide one another with an opportunity to attend and participate in such meetings, and shall provide each other with reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any acquisitionanalyses, presentations, memoranda, white papers, briefs, arguments, opinions and proposals) or permit with any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do soGovernmental Authority. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary requested by the other party for purposes of carrying out the intent and purposes of this Agreement. The Buyer shall not, and shall not permit its Subsidiaries to, take any action or desirable enter into any transaction that might reasonably be expected to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementsimpair, delay or prevent HSR Clearance. (fe) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.8 to take or agree to undertake take any action, including entering into any consent decree, hold separate order or other arrangement, that would (Ai) require the divestiture of any material assets of the Buyer Buyer, the Company, any of the Company’s Subsidiaries or the Target Entitiesany of their respective Affiliates, (Bii) limit in any material respect the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company and its Subsidiaries or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses businesses, or (Ciii) limit in any material respect the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsShares.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications qualifications, and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filingsfile the Notification and Report Form under the HSR Act no later than ten (10) Business Days from the date hereof, and any other filings under other applicable antitrust Laws no later than twenty (20) Business Days from the date hereof, and thereafter make any other required submissions, including providing any supplemental information that is reasonably requested, with respect to this Agreement required under the HSR Act or any other applicable Law. The parties hereby agree that the Buyer shall pay all filing fees for the filing under the HSR Act and for any other filings under other applicable antitrust Laws by all parties. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 6.6(a), including taking the Buyer agrees to use its best efforts and to take any and all steps required or necessary to obtain avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority or any other party, so as to enable the approval of the SBA for parties hereto to expeditiously consummate the transactions contemplated hereby by this Agreement no later than the Termination Date, including proposing, negotiating, committing to, and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, or disposition of its assets, properties, or businesses or of the assets, properties, or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (including by “negative” consentor to effect the dissolution thereof), solely temporary restraining order, or other order or decision in any suit or proceeding that would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, the Buyer shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order, or judgment (whether temporary, preliminary, or permanent) that would prevent the Closing from occurring by the Termination Date. Notwithstanding anything herein to the extent that contrary, in no event shall the SBA makes Buyer or any of its Affiliates enter into any agreements, arrangements, or understandings, consummate any transactions, or otherwise take any actions that, individually or in the aggregate, would reasonably be likely to have an objection adverse impact on the expiration or termination of any waiting period under the HSR Act or any other antitrust, competition, or trade regulation Laws applicable to the transactions contemplated by this Agreement. (c) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance, and (iii) have vacatedto the extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the transactions contemplated by this Agreement. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any orderinvestigation, decree, ruling, judgment, injunction or other action inquiry, unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. The parties shall discuss in advance the strategy and timing for obtaining any clearances required under any applicable Law in connection with this Agreement or the transactions contemplated by this Agreement; provided, however, that (whether temporaryi) the Buyer in good faith shall determine such strategy and timing for obtaining any clearances required under antitrust or competition Laws after considering in good faith all comments and advice of the Selling Entities and the Company (and their counsel) and (ii) the Buyer shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances required under antitrust or competition Laws. Subject to the Confidentiality Agreement, preliminary the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings, or permanentcommunications, including any documents, information, and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) that is then in effect Certain consents, waivers, and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of notices with respect to the transactions contemplated by this Agreement may be required from parties to Contracts to which the Company or a Subsidiary of the Company is a party that have not been and may not be obtained. None of the Ancillary Agreements. (b) The Companies shallBF Trust, the California Owned Real Property Seller, the Colorado Owned Real Property Seller, the Company, or any other Person shall cause the Target Entities to, give promptly such notice have any liability to third parties and obtain such third party consents as the Buyer deems reasonably necessary arising out of or desirable relating to the failure to obtain any consents or waivers or otherwise deliver any notices that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract or otherwise as a result thereof, and no such failure or termination shall result in the failure of any condition set forth in Article VII; provided that, prior to the Closing, the BF Trust, the California Owned Real Property Seller, the Colorado Owned Real Property Seller, and the Ancillary Agreements. The Buyer Company shall reasonably cooperate with and assist the Sellers in giving such notices and Buyer with respect to obtaining such consentsconsents or waivers and providing such notices; provided, howeverfurther, that none of the Buyer BF Trust, the California Owned Real Property Seller, the Colorado Owned Real Property Seller and the Company shall have no obligation be required to give incur any guarantee cost or other consideration of any nature liability in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitycooperation. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly make all necessary filings, and thereafter make any other required submissions, filings with respect to this Agreement under any applicable Law, including taking any steps required or necessary to obtain the approval . (b) Each of the SBA for parties shall promptly notify the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by this Agreement, such party to any Governmental Authority. (c) Certain consents and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallAssignment Agreement may be required from parties to Contracts to which the Company or Seller is a party that have not been and may not be obtained. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company nor any of their Affiliates shall have any obligation to seek or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as or waivers nor any liability to the Buyer deems reasonably necessary whatsoever arising out of or desirable relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or the Assignment Agreement or because of the termination of any Contract as a result thereof, and no such failure or termination shall result in the failure of any condition set forth in Article VIII. After the Closing, the Seller shall reasonably cooperate with the Buyer and the Ancillary Agreements. The Buyer shall cooperate with Company, at the Buyer’s request and assist sole expense, in attempting to obtain such third party consents or waiver as may be reasonably requested by the Sellers in giving such notices and obtaining such consentsBuyer; provided, however, however that neither the Buyer Seller nor any of its Affiliates shall have no obligation be required to give pay any guarantee consideration to any such third party or other consideration of otherwise to incur any nature out-of-pocket expense in connection with any such notice, consent or estoppel certificate or consent to waiver and neither the Seller nor any change in the terms of its Affiliates shall have any agreement or arrangement that the Buyer in its sole discretion may deem adverse liability due to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummatefailure, or would prevent or materially delaytime necessary, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of any such third party under any Contract consents or otherwise. (e) From time to time after waivers; and provided, further, that the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer Seller shall not charge, or be required by this Section entitled to take or agree to undertake any actionreimbursement from, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action Company for any employee time or overhead in connection with respect to, or its ability rendering assistance pursuant to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Intereststhis Section.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and Agreement, the Ancillary Agreements and the Promissory Note Documents as promptly as practicable, including to (i) finalize and agree upon the definitive Promissory Note Documents, (ii) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (iiiii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely . Each party shall cooperate with and promptly furnish information to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned other party necessary in connection with any order, decree, ruling, judgment, injunction or requirements imposed upon such other action (whether temporary, preliminary or permanent) that is then party in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated by this Agreement herein. Each of the Seller and the Ancillary AgreementsBuyer shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that may be necessary under the HSR Act and any other antitrust, competition, or trade regulation Laws. (b) The Companies shallEach of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or shall cause other inquiry unless it consults with the Target Entities toother parties in advance and, give promptly to the extent permitted by such notice Governmental Authority, gives the other parties the opportunity to third attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and obtain cooperate fully with each other in exchanging such third party consents information and providing such assistance as the Buyer deems other parties may reasonably necessary or desirable request in connection with the transactions contemplated by foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitytransactions contemplated hereby. (c) Except The Buyer acknowledges that, in order for it to operate the Business as required by this Agreementit had been operated prior to the Closing, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer may be required to consummate, or would prevent or materially delay, apply for and obtain a new Medicare supplier number from the transactions contemplated by this Agreement or relevant Governmental Authority for the Ancillary Agreements or would reasonably be expected Company subsequent to do sothe Closing. The Seller and the Company shall use commercially reasonable efforts to assist the Buyer in obtaining such Medicare supplier number. (d) Notwithstanding anything Without limiting the generality of the Company’s and the Seller’s undertaking pursuant to Section 6.2(a), the contrary in this AgreementCompany and the Seller shall, nothing herein and shall obligate or be construed to obligate the Companies or any request each of their Affiliates respective Representatives to, provide all cooperation reasonably requested by the Buyer or the Acquisition Sub in connection with the Buyer’s or the Acquisition Sub’s efforts to obtain financing alternative to, or to replace, the Financing, including (i) make, requesting the Seller’s independent accountants to provide reasonable assistance to the Buyer or to cause to be made, any payment to any third partythe Acquisition Sub at the Buyer’s expense, (ii) commence any Action or (iii) offer requesting the Seller’s attorneys to grant any accommodation (financial or otherwise) provide reasonable assistance to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit Acquisition Sub at the Buyer’s freedom of action with respect toexpense, (iii) using commercially reasonable efforts to obtain landlord waivers, mortgagee waivers, bailee acknowledgements and other similar third-party documents required by the financiers providing such financing and (iv) executing and delivering any pledge and security documents, other definitive financing documents, or its ability to consolidate and control, the Target Entities other requested certificates or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsdocuments.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and to confirm Buyer' ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) the filing and prosecution of the Sale Motion and any other pleadings before the Bankruptcy Court as contemplated in this Agreement and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable efforts to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and the Buyer's ownership and operation of the Transferred Assets and the Business immediately following the Closing; (ii) promptly make (and in no event later than fifteen (15) Business Days after the date here) deliver all necessary filingsnotices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by applicable Law, including taking providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any steps required investigation or necessary to obtain the approval other inquiry of any of the SBA Governmental Authority under applicable Law with respect to any such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority not to consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall pay all filing fees and other charges for the filing under the HSR Act or other Antitrust Law by the Parties. (b) Each of the Parties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority with respect to this Agreement or in connection with the transactions contemplated hereby (including and permit the other Parties to review in advance any proposed communication by “negative” consent)such Party to any Governmental Authority. Sellers shall not agree to participate in any meeting with any Governmental Authority in respect of any notices, solely filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent that permitted by such Governmental Authority, gives the SBA makes an objection other Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting or similar periods under applicable Law. Subject to applicable Law, the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby. (c) From time to time, whether at or following the Closing, the Sellers and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and (iii) have vacatedshall take such further actions, liftedas may be necessary or appropriate to vest in the Buyer all the right, reversed title, and interest in, to or overturned any orderunder the Transferred Assets, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect to provide the Buyer and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by Sellers all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give and to otherwise make effective as promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with practicable the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate Each of the Parties will use its commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with and assist the Sellers in giving to cause all conditions precedent to such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action obligations to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do sosatisfied. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Transactions as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the Transactions. (b) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review and comment on in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreements, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreements, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) From time to time, at or following the Closing, the Seller, the Affiliated Sellers and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the Liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, (ii) and to otherwise make effective as promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for as practicable the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do sothereby. (d) Notwithstanding anything The Seller and the Affiliated Sellers shall cooperate in good faith with the Buyer’s efforts to secure the contrary in this Agreementtransfer, nothing herein shall obligate reissuance or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each procurement of the parties shallEnvironmental Permits, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary assist in the transfer or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture reissuance of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestssuch applicable Environmental Permits.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities Entities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. (b) Each of the Parties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Entity relating to the matters that are the subject of this Agreement and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Entity. No Party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any filings, including taking investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. The Parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Promptly after the date hereof, the Company will make all filings and take all steps required or reasonably necessary to obtain all Required Consents to be obtained by the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely Company to the extent that the SBA makes an objection to consummate the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.DB1/65207936.19

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to to, jointly or individually, as may be required (i) obtain all consents, approvals, authorizations, opinions, qualifications, orders and clearance, without limitation, of COFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), the Concessions, the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico), the Ley de Inversión Extranjera (the Foreign Investment Law of Mexico), and any other administrative Law in Mexico or any other applicable Law as are necessary for the consummation of the transactions contemplated by this Agreement, (ii) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (iiiii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. The Company, including taking on the one hand, and the Buyers, on the other hand, shall split the costs of all filing fees and other charges for filing under applicable Laws by all parties, other than any steps required fees, charges or necessary other costs associated with the addition of parties to obtain the approval Company TAAs as provided in Section 6.11(c). Notwithstanding the foregoing, nothing in this Agreement will require the Buyers or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest or hold separate (whether before or after the Closing) any assets of the SBA for Buyers, the transactions contemplated hereby Company or its Subsidiaries, or any of their respective Affiliates, (including by “negative” consent)B) litigate, solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed pursue or overturned defend any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation Action challenging any of the transactions contemplated by this Agreement as a violation of any antitrust or competition Laws or (C) take any other action that would, individually or in the aggregate, materially adversely affect either of the Buyers or any of their Affiliates. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Ancillary Agreementstext. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. cooperate with Buyer and its representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws. (b) The Companies shallPromptly following the date hereof, or the Sellers shall cause submit to DDTC a general correspondence letter notifying DDTC of the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with nature of the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by under this Agreement, none of and seeking any authorizations required by the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, ITAR in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (fc) Notwithstanding anything herein To the extent the parties deem that it is necessary to do so, the Company and the Buyers shall use commercially reasonable efforts and cooperate to effect the addition of either or both of the Buyers as a party or parties to any of the Company TAAs listed on Schedule 6.11(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the contraryU.S. sponsors of the Company TAA at issue and to DDTC. The Buyers shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 6.10, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or parties will coordinate and cooperate fully with each other arrangement, that would (A) require in exchanging such information and providing such assistance as the divestiture other parties may reasonably request in connection with the foregoing and in seeking early termination of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability applicable waiting periods. Subject to consolidate and controlSection 6.10, the Target Entities parties will provide each other with copies of all correspondence, filings or communications between them or any of their assets Representatives, on the one hand, and any Governmental Authority or businesses or any members of its staff, on the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or holdhand, or exercise full rights of ownership with respect to, to this Agreement and the Purchased Intereststransactions contemplated hereby.

Consents and Filings; Further Assurances. (a) The Without limiting the Sellers’ obligations hereunder, including under this Section 5.4, if any consent approval or authorization necessary or desirable to preserve for the Buyers any right or benefit under any lease, license, commitment or other Contract which is included in the Transferred Assets (a “Restricted Contract”) is not obtained prior to the Closing, then this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Restricted Contract and, subject to Section 5.13, the Sellers, on the Blockersone hand, the Companies and the Buyer [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. Buyers, on the other, shall use all commercially cooperate with one another in structuring and documenting any lawful and reasonable efforts arrangement under which the Buyers shall obtain the economic benefits of the asset, claim or right with respect to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective which the transactions contemplated by consent has not been obtained in accordance with this Agreement and the Ancillary Agreements Sellers will, subsequent to the Closing, cooperate with the Buyers in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable, including to . Such reasonable arrangement may include (i) obtain from Governmental Authorities the subcontracting, sublicensing or subleasing to a Buyer of any and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation rights of the transactions contemplated by this Agreement and Sellers against the Ancillary Agreementsother party to such Restricted Contract, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with the enforcement by the Sellers of such rights in respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementsuch Restricted Contract, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation performance by a Buyer of the transactions contemplated obligations under such Restricted Contract as the relevant Sellers’ agent. From and after Closing, (i) Sellers will promptly pay to Buyers when received all moneys relating to the period on or after the Closing Date received by it under any Restricted Contract (other than any Excluded Assets), and (ii) Buyers will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Closing Date under any Restricted Contract. Liabilities arising after the Closing under a Restricted Contract shall constitute Assumed Liabilities. As soon as the relevant consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract is obtained, Sellers shall promptly assign, transfer, convey and deliver such Restricted Contract to the relevant Buyer, and such Buyer shall assume such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement or in such other terms as may be required by the relevant third party. If Sellers shall have complied with their obligations under this Section 5.4(a), the inability to secure the consent to the transfer or assignment of a Restricted Contract shall not constitute a breach of any of Sellers’ covenants or obligations under this Agreement and no reduction shall be made to the Ancillary AgreementsPurchase Price in respect thereof. (b) The Companies shallSellers and the Buyers agree, and the Sellers agree to cause each of the Licensors (as defined in the Premises License Agreement), to use their commercially reasonable efforts to promptly obtain the consents of the landlords as contemplated under the Premises License Agreement. The parties further agree, and the Sellers agree to cause each of the Licensors, to negotiate in good faith with one another and the applicable landlord any changes or shall modifications to a Sublease or Assignment (in each case, as defined in the Premises License Agreement) and to promptly execute (or cause the Target Entities toapplicable Affiliate to execute) the final agreed upon Sublease or Assignment. MIVA separately agrees to guarantee the obligations of each of the Licensors under the Premises License Agreement, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated including, without limitation, any breaches by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration a Licensor of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests provision of the Buyer or any Target EntityPremises License Agreement, and to cause such Licensor to fully and timely perform its obligations thereunder. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries At any time or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From from time to time after the Closing, at the request of any party to this Agreement and for no without further consideration, each the other parties shall execute and deliver, at their own expense, such other documents, instruments of the parties shallsale, transfer, conveyance, assignment and shall cause its Subsidiaries toconfirmation, execute, acknowledge provide such materials and deliver such assignments, transfers, consents, assumptions and other documents and instruments information and take such other actions as the requesting party may be reasonably necessary or desirable require in order to consummate carry out the intent of this Agreement and make effective the transactions contemplated by this Agreement Agreement. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and the Ancillary AgreementsExchange Commission. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) Each of the Company, Parent and MergerCo shall use their respective commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within ten (10) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellersparties hereto shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Parent and the Company shall each pay one-half of all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each of Parent, MergerCo and the Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the BlockersAntitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Companies Merger and the Buyer other transactions contemplated hereby; provided, however, that notwithstanding any other provision of this Agreement, Parent shall not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to all or any portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and neither the Company nor any of its Subsidiaries shall make any such divestiture or take any such action or make any such commitment with respect to the Company or any of its Subsidiaries’ business or assets in connection with obtaining any such approval without Parent’s prior written consent. (b) Each of the parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements all other agreements contemplated hereby as promptly as practicable, including to (i) obtain from the consents and approvals of the third parties and Governmental Authorities listed on Schedule 4.4 and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, submissions required under applicable law with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entityherein. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders Consents as are may be necessary or advisable for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, in each case, subject to the provisions set forth in Section 2.5. (iib) Without limiting the generality of the parties’ undertakings pursuant to Section 5.7(a), each party will use commercially reasonable efforts to file, as promptly make as practicable after the date of this Agreement, all necessary filingsnotices, reports and thereafter make other documents required to be filed by such party with any other required submissions, Governmental Authority with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of Asset Sale and the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, promptly after the date of this Agreement, and no later than ten Business Days following the date hereof, the parties shall cause to be prepared and filed the notifications required under HSR in connection with the Asset Sale, which shall specifically request early termination of the waiting period prescribed by HSR (iiiand Buyer and Seller shall each use their commercially reasonable efforts to seek and obtain such early termination). Buyer shall be responsible for all filing fees in connection with such notification. Buyer and Seller shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission, U.S. State Department or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Authority in connection with national security, antitrust or related matters. Each of the Seller and the Buyer, to the extent it has knowledge of such facts, shall (A) give the other party prompt notice of the commencement of any Action by or before any Governmental Authority with respect to the Asset Sale or any of the other transactions contemplated by this Agreement; (B) keep the other party informed as to the status of any such Action; and (C) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding the Asset Sale. Each of the Seller and the Buyer will consult and reasonably cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted by either of them in connection with any Action under or relating to national security matters, HSR or any other foreign, federal or state antitrust, anticompetition or fair trade Law with respect to the Asset Sale and the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any Action under or relating to HSR or any other foreign, federal or state antitrust, anticompetition or fair trade Law or any other similar Action relating to the Asset Sale to which either the Seller or the Buyer is a party, each of the Seller and the Buyer will permit authorized Representatives of the other to be present at each meeting or conference in connection with any such Action that is attended by a member of any Governmental Authority, and to have vacatedaccess to and be consulted in connection with any document, liftedopinion or proposal made or submitted to any Governmental Authority in connection with any such Action. Notwithstanding the foregoing, reversed either party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Section 5.7(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or overturned information to any orderemployees, officers, directors or other Representatives of the recipient party, unless express written permission is obtained in advance from the source of the materials. (c) Notwithstanding anything to the contrary herein, if any order is made by any Governmental Authority or any Action is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any antitrust Law, Buyer shall, and shall cause its Affiliates to, take any and all such commercially reasonable action as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order or decision that has the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; provided, however, that such commercially reasonable efforts shall not include any obligation to defend through litigation any claim asserted in court by any Person in order to avoid entry of, or to have vacated or terminated, any decree, ruling, judgment, injunction order or other action judgment (whether temporary, preliminary or permanent) that is then in effect and that enjoinswould prevent the Closing by the Termination Date. (d) Without limiting the foregoing, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation each of the transactions contemplated parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Non-Disclosure Agreements, the parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Subject to the Non-Disclosure Agreements, the parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Ancillary Agreementstransactions provided for in this Agreement. (be) The Companies shallNotwithstanding anything in this Agreement to the contrary, or no party shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give a Consent under any guarantee or other consideration Transferred Contract of any nature in connection with any such notice, consent or estoppel certificate or consent third Person that is not a Governmental Authority to any change in agree to the terms payment of any agreement consideration (monetary or arrangement that otherwise) to, or the Buyer concession or provision of any right to, or the amendment or modification in its sole discretion may deem any manner adverse to the interests of Seller or the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage of such Transferred Contract with, any such third Person. Notwithstanding anything in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the in no event will Buyer shall not be required by this Section obligated to take propose or agree to undertake accept any actionundertaking or condition, including entering to enter into any consent decree, hold separate order to make any divestiture, to accept any operational restriction, or take any other arrangementaction that, that would (A) require in the divestiture reasonable judgment of Buyer, could reasonably be expect to limit the right of Buyer to own or operate all or any portion of its businesses or assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsTransferred Assets.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts efforts, and cooperate with each other, to take, or cause to be taken, taken all appropriate action action, to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly (and in no event later than 10 Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps this Agreement required or necessary to obtain under the approval HSR Act. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act by both parties. (b) Each of the SBA for Seller and the Buyer shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging such transactions, and if, by mutual agreement, the Seller and the Buyer decide that litigation is in their best interests, each party shall cooperate and use commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any order that is in effect and that prohibits, prevents, or restricts consummation of such transactions. Each of the Seller and the Buyer shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the waiting period under the HSR Act with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement, including requesting in their respective Notification and Report Forms under the HSR Act for early termination of the waiting period under the HSR Act. (including c) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by “negative” consent)such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, solely investigation or other inquiry unless it consults with the other party in advance and, to the extent that permitted by such Governmental Authority, gives the SBA makes an objection other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Prior to the Closing, the Seller shall, and shall cause the members of the Transferred Group to, use commercially reasonable efforts to obtain any consents and waivers with respect to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed Agreement as may be required from parties to contracts to which Seller or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation a member of the transactions contemplated by this Agreement and Transferred Group is a party; provided that neither the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries Seller or any of their respective its Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability members of the Buyer Transferred Group prior to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably Closing) shall be expected required to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action litigation or (iii) offer or commit to pay any money or otherwise grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time In the event that in the period from the Closing Date until the date that is 30 months following the Closing Date, either party reasonably believes Seller and its Affiliates (other than the members of the Transferred Group) have retained ownership of, license rights to time after or other interest in any Transferred Group Assets or Investopedia Assets (in each case, not including, except as provided pursuant to the ClosingTransition Services Agreement, (i) the corporate level services set forth on Schedule 3.20(a) or (b) of the Disclosure Schedules (or any contracts or assets relating thereto) that are currently provided to the Transferred Group by the Seller, (ii) any insurance policies of Seller or any of its Affiliates (other than any such policies maintained by any member of the Transferred Group), (iii) any real property used by the Transferred Group other than the Leased Real Property or (iv) any employee benefit plans of the Seller and its Affiliates (other than any such plans maintained by any member of the Transferred Group)), for no further consideration, each additional consideration to Seller or cost and expense to Buyer or any member of the parties Transferred Group, Seller shall, and shall cause its Subsidiaries Affiliates to, executetransfer or assign such Transferred Group Assets or Investopedia Assets, acknowledge as applicable, to the Buyer (or its designated Subsidiary) and deliver such assignments, transfers, consents, assumptions and the parties hereto shall execute all other documents and instruments instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Transferred Group Assets or Investopedia Assets, as applicable, to the Buyer (or its designated Subsidiary). (f) In the event and to the extent that, prior to the Closing, the Seller or any of its Affiliates is unable to obtain a consent, approval or amendment required to assign, license, sublicense, lease, sublease, convey or transfer any Transferred Group Asset or Investopedia Asset to the Buyer (in each case, not including, except as provided pursuant to the Transition Services Agreement, (i) the corporate level services set forth on Schedule 3.20(a) or (b) of the Disclosure Schedules that are currently provided to the Transferred Group by the Seller (or any contracts or assets relating thereto), (ii) any insurance policies of Seller or its Affiliates (other actions as may be reasonably necessary than any such policies maintained by any member of the Transferred Group), (iii) any real property used by the Transferred Group other than the Leased Real Property or desirable (iv) any employee benefit plans of the Seller and its Affiliates (other than any such plans maintained by any member of the Transferred Group)), then in the period from the Closing until the date that is 30 months following the Closing Date, the Seller shall, and shall cause its Affiliates (other than the members of the Transferred Group) to, use commercially reasonable efforts to consummate (i) continue to hold, and make effective to the extent required by the terms applicable to such Transferred Group Asset or Investopedia Asset, operate such Transferred Group Asset or Investopedia Asset in all material respects in the ordinary course of business consistent with past practice and taking into account the transactions contemplated by this Agreement Agreement, (ii) cooperate in any arrangement, reasonable and lawful as to the Seller and the Ancillary Agreements. (f) Notwithstanding anything herein Buyer, designed to provide to the contraryBuyer or its Subsidiaries (including the members of the Transferred Group) the benefits arising under such Transferred Group Asset or Investopedia Asset, including consulting with the Buyer as to the operation of such Transferred Group Asset or Investopedia Asset and accepting such reasonable direction as the Buyer shall not be required by this Section request of the Seller or its Affiliates, (iii) enforce, at the Buyer's request, or allow the Buyer and its Affiliates (including the members of the Transferred Group) to take enforce in a commercially reasonable manner, any rights of the Seller or agree its Affiliates such Transferred Group Asset or Investopedia Asset against the other party or parties thereto, and (iv) effect the transfer to undertake any actionthe Buyer or its Subsidiaries (including the members of the Transferred Group); provided, including entering into any consent decree, hold separate order or other arrangementhowever, that would (A) require the divestiture costs and expenses incurred by the Seller or its Affiliates at the Buyer's request shall be borne solely by the Buyer. The Seller shall, and shall cause its Affiliates to, without further consideration therefor, pay and remit to the Buyer promptly all monies, rights and other consideration received in respect of such performance as promptly as practicable after receipt thereof. The Buyer shall pay, perform and discharge fully, promptly when due, all of the obligations of the Seller or its Affiliates in respect of such performance, and the Buyer shall indemnify the Seller Indemnified Parties for all Losses arising out of any assets actions (or omissions to act) of the Seller or any of its Affiliates arising out of such performance or taken at the direction of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any its Subsidiaries (including the members of the Buyer’s Transferred Group), except for any Losses arising out of the gross negligence or bad faith of Seller or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The SellersSubject to the proviso contained in Section 5.10(b) hereof, each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain by obtaining from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Each of the Company and Acquiror shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, provided, however, that nothing in this Agreement will require or obligate Acquiror or Sub to (and in no event shall any representation, warranty or covenant of Acquiror or Sub contained in this Agreement be breached or deemed breached as a result of the failure of Acquiror or Sub to take any of the following actions): (i) agree to or otherwise become subject to any limitations on (A) the right of Acquiror or Surviving Corporation effectively to control or operate their business or assets; (B) the right of Acquiror to acquire the Company pursuant to the Merger; (C) the right of Acquiror to exercise full rights of ownership over the Surviving Corporation and its Subsidiaries; or (D) the right of Acquiror or Surviving Corporation to receive the services and other rights under the applicable Ancillary Agreements; (ii) agree or be required to sell, license or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Acquiror or Surviving Corporation or any of their Affiliates including the business, assets or operations of the Company or any of its Subsidiaries; or (iii) otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices. (c) To the extent permitted by applicable Law, each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. In the event that a Governmental Authority shall request that a party to this Agreement participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, such party shall so advise the other parties and, to the extent reasonably practical, shall consult with the other parties in advance and, to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Government Approvals. (i) CFIUS Notification. Acquiror and Company shall submit or cause to be submitted, (A) promptly after the date of this Agreement, a joint draft notice and other appropriate documents to CFIUS within the meaning of 31 C.F.R. §800.401(f) to obtain a CFIUS Clearance, (B) as soon as possible (but not less than five (5) calendar days) after the joint draft notice referenced in clause (A) has been submitted to CFIUS, a formal voluntary notice of the transaction to CFIUS within the meaning of 31 C.F.R. §800.402 to obtain a CFIUS Clearance, and (C) as soon as possible (and in any event in accordance with pertinent regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or which Acquiror and Company mutually agree should be made, in each case in connection with this Agreement and the transactions contemplated hereby. (ii) Commercially Reasonable Efforts. In connection with CFIUS Clearance referenced in Section 5.10(d), Acquiror and Company shall use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry by any Governmental Authority, (ii) promptly make keep the other party informed in all necessary filingsmaterial respects of any material communications received by such party from, and thereafter make or given by such party to CFIUS or any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this AgreementGovernmental Authority, and (iii) have vacatedpermit the other party to review any material non-confidential communication given by it to another Person, lifted, reversed and consult with each other in advance of and be permitted to attend any meeting or overturned conference with CFIUS or any order, decree, ruling, judgment, injunction or such other action (whether temporary, preliminary or permanent) that is then Governmental Authority in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits each case regarding the consummation of the transactions transaction contemplated by this Agreement and the Ancillary AgreementsAgreement. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties hereto shall use all his, her or its commercially reasonable efforts to take, or cause to be taken, all appropriate action to or do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all regulatory approvals and to cause the transactions contemplated hereby to be completed in accordance with the terms hereof as promptly as practicable and shall cooperate fully with each other party and their respective Representatives in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation: (i) Promptly upon execution and delivery of this Agreement, each of Acquiror, MergerCo and the Company shall prepare and file as promptly as possible, or otherwise cause to consummate be prepared and make effective filed, with the appropriate Governmental Authority, notification with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, supply all information required by such Governmental Authority in connection with the HSR Act notification and the Ancillary Agreements as promptly as practicable, including cooperate with each other in responding to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation any such request. Each of the transactions contemplated by parties shall cooperate with each other in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the Ancillary Agreementstransactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority. (ii) promptly make Notwithstanding anything herein to the contrary, each of Acquiror and MergerCo agrees to use its commercially reasonable efforts and to take any and all steps necessary filingsto avoid or eliminate each and every impediment under any antitrust, and thereafter make competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other required submissions, with respect party so as to any applicable Law, including taking any steps required or necessary enable the parties hereto to obtain the approval of the SBA for expeditiously consummate the transactions contemplated hereby (including no later than the Termination Date. In addition, Acquiror shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by “negative” consent)any party in order to avoid entry of, solely or to the extent that the SBA makes an objection to the transactions contemplated by this Agreementhave vacated or terminated, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction order or other action judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring by the Termination Date. In the event any claim, action, suit, investigation, or other proceeding by any Governmental Authority or other Person is then commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in effect connection therewith, the parties agree to cooperate and that enjoinsuse commercially reasonable efforts to defend against such claim, restrainsaction, conditionssuit, makes illegal investigation, or otherwise restricts other proceeding and, if an injunction or prohibits other order is issued in any such action, suit or other proceeding, to use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby. (b) The Companies shallCompany shall use its commercially reasonable efforts to obtain all consents, waivers and approvals under any Material Contract or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection lease with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent respect to any change in the terms of any agreement Leased Real Property listed or arrangement that the Buyer in its sole discretion may deem adverse required to the interests be listed under Schedule 4.3(a)(iv) of the Buyer or any Target EntityDisclosure Schedules. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially its reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, waivers, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly (and in no event later than ten (10) Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, including providing any supplemental information which is reasonably requested, with respect to this Agreement required under the HSR Act or any other applicable Law. The Buyer shall pay all filing fees for the filing under the HSR Act or other Antitrust Law by all parties. (b) Prior to Closing, including taking any steps required or necessary the Company shall use commercially reasonable efforts to obtain all consents and approvals required in connection with the approval execution, delivery and performance of this Agreement and the SBA for consummation of the transactions contemplated hereby with respect to each Lease, executed by the landlord under such Lease and confirming such landlord’s consent to the transactions contemplated hereunder or otherwise as necessary to permit the operation of the Leased Real Properties, directly or indirectly, by the Buyer or the Company after Closing, if required by the terms of the applicable Lease (the “Landlord Consents”). None of the Sellers, the Company or any of the Company’s Subsidiaries shall be required to pay any landlord or other third-party fees and expenses to any landlord or landlord’s legal counsel or incur any out-of-pocket expenses, without reimbursement from the Buyer, including any transfer premiums, or to otherwise reimburse or make any payment to any landlord or landlord’s legal counsel or incur any out-of-pocket expenses, without reimbursement from the Buyer, in respect of obtaining any Landlord Consent, in each case, whether any such costs, fees, premiums or expenses are incurred before or after the Closing Date; it being agreed that all such costs, fees, premiums and expenses shall be repaid by the Buyer; provided, that the Buyer shall have no obligation to reimburse the Sellers, the Company or any of the Company’s Subsidiaries for internal costs or expenses (other than out-of-pocket expenses) or for any expenses of their legal counsel in conjunction with the foregoing actions. The Buyer shall cooperate with the Company’s efforts to obtain all Landlord Consent and take all actions reasonably requested in connection therewith, including by providing guaranties by and from the Buyer in such form as is required under the applicable Lease and, as to any other matter, as reasonably acceptable to the Buyer. Unless otherwise agreed by the Buyer and the Company, the Sellers shall seek Landlord Consents using the form attached hereto as Exhibit C. (c) Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, the Buyer agrees to take, or cause to be taken (including by “negative” consentits Affiliates), solely any and all steps and to make, or cause to be made (including by its Affiliates), any and all undertakings necessary to resolve any and all objections, if any, that a Governmental Authority or a third party may assert under any antitrust, competition or trade regulation Law (including, for the avoidance of doubt, the HSR Act) (collectively, “Antitrust Laws”) with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted with respect to the transactions contemplated hereby, including (i) promptly supplying any and all additional information and documents and data and/or responses requested by the Governmental Authority under any Antitrust Law whether by formal request for information or otherwise; (ii) obtaining any consents, permits, waivers, approvals, authorizations or orders required by any Governmental Authority under any Antitrust Law in connection with the consummation of the transactions contemplated hereby; (iii) defending any Action undertaken by a Governmental Authority under any Antitrust Law or by third parties to stop, block, delay or modify the transactions contemplated hereby; (iv) appealing any order which stops, blocks, delays or modifies the terms of the transactions contemplated hereby; and (v) creating, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of some, part or any businesses, Assets, equity interests, ventures, product lines or properties (including retail stores) of the Buyer or any of its Affiliate or any equity interest or joint venture held by the Buyer or any of its Affiliates; provided, however, that the Buyer shall not be required to take such actions under this Section 5.6(c) that would result in a material adverse effect on the combined business of the Buyer and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other hand, after giving effect to the transactions contemplated hereby. Nothing in this Section 5.6(c) shall require the Buyer or any of it its Affiliates to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (d) Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, the Company and the Blockers agree to use commercially reasonable efforts to cooperate with the Buyer in order for the parties to complete all submissions and filings required under Antitrust Law with respect to the transactions contemplated hereby and for the Buyer to resolve any objections or impediments asserted under Antitrust Law with respect to the transactions contemplated hereby, including, as may be permitted by applicable Law, promptly supplying any and all additional information and documents and data or responses requested by the Governmental Authority under any Antitrust Law whether by formal request for information or otherwise; provided, that in connection with such cooperation, none of the Company, the Blockers or any of their Affiliates shall be required to take any action (other than providing reasonably requested information, documents and data) that is not contingent upon the Closing occurring. (e) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and, subject to applicable Laws including those relating to confidentiality and the Confidentiality Agreement, permit the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the transactions contemplated by this Agreement. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to applicable Laws including those regarding confidentiality and the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to applicable Laws regarding confidentiality and the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (f) The Company shall use its commercially reasonable efforts, at the Company’s expense, to obtain a consent, in a form reasonably satisfactory to the Buyer, to (i) the change of control of the Company and the indirect change of control of Sleepy’s, LLC from the Nassau County Industrial Development Agency and waiver of any existing defaults relating to (x) the requirement that Calera Corp. be owner of the SBA makes an objection Company and (y) the requirement that Sleepy’s, LLC obtain consent for that certain Lease Agreement, dated September 2009, by and between Lullaby Café, Inc. and Sleepy’s, LLC, and (ii) indirect change of control of SS Oyster Bay Realty, LLC from TD Bank, N.A. and The Toronto-Dominion Bank, in each case, prior to the Closing Date or promptly thereafter. (g) Certain consents and waivers with respect to the transactions contemplated by this AgreementAgreement may be required from parties to contracts, to which the Company or a Subsidiary of the Company is a party, which have not been and may not be obtained. Except (i) (A) as expressly provided in Article VIII with respect to the consents required pursuant to Section 5.6(f), and (iiiB) have vacatedas and to the extent expressly provided in Article VIII with respect to a breach of any representation or warranty given by the Sellers or the Company hereunder regarding the requirement to obtain any consent or waiver, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation none of the transactions contemplated by this Agreement and Sellers, the Ancillary Agreements. (b) The Companies shallBlockers, the Company or any of the Company’s Subsidiaries or any other Person shall cause the Target Entities to, give promptly such notice have any liability to third parties and obtain such third party consents as the Buyer deems reasonably necessary arising out of or desirable relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement and or because of the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration termination of any nature in connection with any such noticecontract as a result thereof, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein except with respect to the contrarycondition set forth in Section 6.3(c), no such failure or termination shall result in the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture failure of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestscondition set forth in Article VI.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Company shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Buyer and Company shall keep each other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (A) promptly notifying the other of any communications from or with any Governmental Authority with respect to the transactions contemplated hereby, (B) discussing with the other party in and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority, (C) not participating in any meeting with any such Governmental Authority unless, to the extent reasonably feasible, 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, (D) furnishing the other party (or their respective counsel, pursuant to an appropriate joint defense and confidentiality agreement) with copies of all correspondence, filings and communications between it and any such Governmental Authority with respect to this Agreement and the transactions contemplated hereby; provided, however, that materials can be entirely withheld if they relate to the valuation of the transaction or where sharing the information would, in the good faith belief of the party whose material it is, would be prohibited by Law or violate contractual obligations and (E) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority. (b) The Companies Company shall, or and shall cause the Target Entities its Subsidiaries to, give promptly such notice to third parties and obtain such third party consents as that are necessary pursuant to Contracts by which the Buyer deems reasonably necessary or desirable Company is bound in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements to the extent requested by the Buyer in its sole discretion. The Company shall use commercially reasonable efforts to obtain consents and estoppel certificates from third parties in each case that are necessary (if any) pursuant to Contracts by which the Company is bound in connection with the transactions contemplated by this Agreement and the Ancillary Agreements to the extent requested by the Buyer in its sole discretion. The Buyer shall cooperate with and assist the Sellers Company in giving such notices and obtaining such consentsconsents and estoppel certificates (if any); provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate certificates or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or the Company or any Target Entityof its Subsidiaries. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fd) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company or the Target Entities, any of their respective Affiliates or (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company and its Subsidiaries or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsbusinesses.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and or any other Persons party all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements (each, a “Governmental Approval”) and (ii) promptly make all necessary filingsas soon as reasonably practicable following the execution and delivery of this Agreement, or as mutually agreed by antitrust counsel of each party, filing with the FTC and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval Antitrust Division of the SBA for DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions required or deemed advisable under the Antitrust Laws in any other jurisdictions. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act and any other Antitrust Laws. (including by “negative” consentb) Without limiting the generality of the parties’ undertaking pursuant to Section 5.9(a), solely the Buyer agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the extent that the SBA makes an objection parties to close the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable and in no event later than the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, (i) the sale or disposal of assets, categories of assets or businesses of the Buyer, its Affiliates or the Acquired Entities or the Transferred Assets; (ii) terminating existing relationships, contractual rights or obligations of the Buyer, its Affiliates or the Acquired Entities (including with respect to the Transferred Assets); (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Buyer, its Affiliates or the Acquired Entities (including with respect to the Transferred Assets) or (v) effectuating any other change or restructuring of the Buyer, its Affiliates or the Acquired Entities (including with respect to the Transferred Assets) ((i)-(v), a “Detriment Action”) in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other order or decision in any suit or proceeding, or to delay in the expiration or termination of any applicable waiting period, which would otherwise have vacatedthe effect of materially delaying or preventing the consummation of such transactions. In addition, liftedthe Buyer shall defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, reversed or overturned to have vacated or terminated, any order, decree, ruling, judgment, injunction order or other action judgment (whether temporary, preliminary or permanent) that is then would prevent the Closing by the Termination Date. Nothing in effect and that enjoins, restrains, conditions, makes illegal this agreement shall require any of the Seller Entities to agree or otherwise restricts commit to (i) any sale, divestiture, or prohibits disposition of the Seller Entities’ assets or businesses other than the Transferred Assets or the Acquired Entities, (ii) any order, consent decree, or other contract or agreement that would, directly or indirectly, limit, amend, or otherwise impact its existing or future contractual rights, assets, conduct, or businesses other than with respect to the Transferred Assets or the Acquired Entities, or (iii) any Detriment Action that is not conditioned on the Closing. (c) If, following consultation between the parties, there is a disagreement between the parties about antitrust strategy, the Buyer’s decision will control. Notwithstanding anything to the contrary in this Agreement, the Buyer has the sole right to control and direct antitrust strategy in connection with review by any Governmental Authority of the transactions contemplated by this Agreement, or any action by, or negotiations with, any Governmental Authority or other Person relating to the transactions and will take the lead in all meetings, discussions and communications with any Governmental Authority relating to obtaining antitrust approval for the transactions contemplated hereby. The Buyer and the Seller will use commercially reasonable efforts to: (i) promptly notify the other party of any substantive communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority; (ii) not participate in any meeting or substantive discussion with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting or discussion. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and other Antitrust Laws, to the extent applicable; and (iii) subject to the Confidentiality Agreement, provide each other with copies of all substantive correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) The Buyer shall not, and shall not permit any of its Affiliates to, take any action (including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that would reasonably be expected to have the effect of (i) delaying, impairing or impeding the receipt of, or increasing the risk of not receiving, any required Governmental Approval, (ii) delaying, impairing or impeding the expiration or termination of any applicable waiting period with respect to a Governmental Approval, (iii) increasing the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or (iv) otherwise delaying the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The SellersPurchaser and each Seller shall, the Blockers, the Companies and the Buyer Seller shall cause each Target Company to, use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Required Consents (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, writ, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, each Seller shall permit the Purchaser reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Purchaser’s written consent, which consent shall not be unreasonably withheld. (b) The Companies shall, Each Seller shall use commercially reasonable efforts or shall cause the Target Entities to, Companies to use commercially reasonable efforts to give promptly such notice to third parties and obtain seek such third party consents and estoppel certificates as the Buyer deems reasonably Purchaser may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, howeverthat no Seller and no Target Company will be required to make any payments to obtain any such consents, and provided, further, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any obtaining such notice, consent consents or estoppel certificate or consent certificates shall not be a condition precedent for Purchaser to any change in consummate the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitytransactions contemplated by this Agreement. (c) Except as required by this AgreementEach Seller and Purchaser agree that, none of in the Buyerevent that any consent, its direct and indirect Subsidiaries approval or authorization necessary or desirable to preserve for the Business or the Target Companies any of their respective Affiliates shall engage in right or benefit under any action lease, license, commitment or enter into other Contract to which any transaction (including any acquisition) or permit any action Target Company is a party is not obtained prior to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delayClosing, the transactions contemplated by this Agreement Seller will, subsequent to the Closing, use commercially reasonable efforts to cooperate with the Purchaser and such Target Company, in attempting to obtain such consent, approval or the Ancillary Agreements or would reasonably authorization as promptly thereafter as practicable; provided that no Seller and no Target Company shall be expected required to do somake any payments to obtain any such consent. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries Affiliates to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (e) The Sellers shall take all necessary steps required of them by the applicable secretary of state or equivalent authority to restore the good standing status of each Target Company listed on Schedule 3.2(b) hereto, as soon as reasonably practicable, but in any event within thirty (30) days after the Closing. (f) Notwithstanding anything herein The Sellers shall take all necessary steps required of them by the applicable registrar of the domain names set forth on Schedule 3.24(a) hereto to record the change of registrant from the registered owner identified on Schedule 3.24(a) hereto, if such registered owner is not one of the Target Companies, to the contraryPurchaser, as soon as reasonably practicable, but in any event within thirty (30) days after the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsClosing.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies MBS Parties and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Parties agree to the covenants set forth in Schedule 5.11(a) of the Disclosure Schedules. (b) The Companies MBS Parties and the Buyer agree that, in the event that any consent, approval or authorization necessary to preserve for the Company or any of its Subsidiaries any right or benefit under any lease, license, commitment or other Contract to which the Company or any Subsidiary is a party is not obtained prior to the Closing, the MBS Parties shall, subsequent to the Closing, cooperate with the Buyer, the Company or shall cause the Target Entities to, give promptly any such notice Subsidiary in attempting to third parties and obtain such third party consents consent, approval or authorization as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitypromptly thereafter as practicable. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its respective Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fd) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company or the Target Entitiesany of their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company and its Subsidiaries or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsShares. (e) The MBS Parties shall, or shall cause the Company to, (i) retain BDO USA, LLP to provide to the Buyer financial statements of the Company and its Subsidiaries in compliance with Regulation S-X under the Securities Act of 1933, as amended, as and when needed to satisfy the Buyer’s reporting obligations on Form 8-K of the Securities and Exchange Commission (or any amendments thereto) in connection with the transactions contemplated hereby, including audited, interim and pro forma statements as may be required in accordance with Regulation S-X and (ii) use their best efforts to cause such auditors to consent to the inclusion of such financial statements in the Buyer’s filings on Form 8-K (or any amendments thereto), including by providing such auditors with a reasonable and customary representation letter in connection therewith.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Company and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Sellers and the Company shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Sellers and the Company shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties Sellers and obtain such third party consents as the Buyer deems reasonably agree that, in the event that any consent, approval or authorization necessary or desirable in connection with to preserve for the transactions contemplated by this Agreement and Company any right or benefit under any lease, license, commitment or other Contract to which the Ancillary Agreements. The Buyer shall Company is a party is not obtained prior to the Closing, the Sellers shall, subsequent to the Closing, cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitythe Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fd) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company or the Target Entitiesany of their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company or any of their its assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsUnits. (e) The Buyer and the Company shall each be responsible for one-half of the cost of all filing or application fees payable to any Governmental Authority under the HSR Act, regardless of whether the Buyer, the Company or any of the Seller or any of their respective Affiliates is required to make the payment, provided that any such amount required to be paid by the Company prior to Closing that remains unpaid at the Closing shall be deemed a Transaction Expense for purposes of this Agreement.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies Company and the Buyer shall use all commercially Acquiror agrees to use, and will cause their respective Affiliates to use, reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Merger and the other Transactions, and to satisfy all of the conditions set forth in ARTICLE VI, including as promptly as practicable following the date of this Agreement (i) negotiating, preparing and filing all forms, registrations and notices and executing all agreements and documents required by applicable Law or order in connection with the execution, delivery, and performance of this Agreement and the Ancillary Agreements as promptly as practicableand the consummation of the Transactions and (ii) obtaining all consents, including to (i) obtain from approvals or waivers of all Governmental Authorities and other Persons all consentsthird parties required by applicable Law or order in connection with the execution, approvalsdelivery, authorizations, qualifications and orders as are necessary for the consummation performance of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements and the consummation of the Transactions. If any Governmental Authority threatens to institute or institutes any Action under any antitrust Law that challenges or affects this Agreement, or seeks to prohibit or enjoin the Transactions (an “Antitrust Action”), the Parties shall exercise their reasonable best efforts to (x) defend or oppose such Antitrust Action, and (y) seek to have lifted or rescinded any injunction or restraining order issued in connection with such Antitrust Action which prohibits or enjoins or otherwise adversely affects the ability of the Parties to consummate the Transactions, in each case until this Agreement is terminated pursuant to ARTICLE VII. Each of the Company and Acquiror will, and will cause their respective Affiliates to, consult and cooperate with each other as to the appropriate timing of all such filings and notifications, furnish (subject to applicable Laws and the preservation of any applicable attorney-client privilege) to each other such necessary information and reasonable assistance as may be requested in connection with the preparation of such filings and notifications, and respond promptly to any requests for additional information made in connection therewith by any Governmental Authority. Each of the Company and Acquiror may, if it reasonably deems it necessary, designate any competitively sensitive material provided to the other Party pursuant to this Section 5.10 as “outside counsel only”. Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party and will not be disclosed by such outside counsel to Representatives of the recipient Party, unless express written permission is obtained in advance from the Party that is the source of such materials. To the extent permitted under applicable Law, each of the Company and Acquiror will have the right to review in advance all applications, notices, petitions, and filings made or furnished by the other Party or any of its Affiliates in connection with the Transactions. (b) Without limiting the generality of the foregoing, the Company and the Acquiror will make all filings and submissions required under the U.S. antitrust Laws with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) within ten (10) Business Days following the date of this Agreement and all other filings and submissions to the applicable Governmental Authorities set forth on the Applicable Antitrust Authorizations Schedule as soon as reasonably practicable following the date of this Agreement and in any event within fifteen (15) Business Days following the date of this Agreement. Subject to applicable Laws and the preservation of any applicable attorney-client privilege, the Company and the Acquiror each shall promptly (i) supply the other with any information which may be required in order to effectuate such filings, (ii) promptly make all necessary filings, and thereafter make supply any other required submissions, with respect to any applicable Law, including taking any steps required additional information which reasonably may be requested by the FTC or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this AgreementDOJ, and (iii) have vacatedmake any further filings pursuant thereto that may be necessary, lifted, reversed proper or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitytherewith. (c) Except The Parties shall instruct their respective legal counsel to cooperate with each other and shall use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any other antitrust Law (including those relating to the authorizations from the applicable Governmental Authorities set forth on the Applicable Antitrust Authorizations Schedule) at the earliest practicable dates. Such efforts and cooperation shall include (subject to applicable Laws and the preservation of any applicable attorney-client privilege) each Party’s counsel (i) furnishing to the other Party such necessary information and reasonable assistance as required by this Agreementsuch Party may request in connection with the foregoing, none (ii) keeping each other appropriately informed of communications from and to personnel of the Buyerreviewing Governmental Authorities (including promptly providing the other Party with copies of all written communications with any Governmental Authority, its direct to the extent permitted under applicable Law), and indirect Subsidiaries (iii) conferring with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or any of their respective Affiliates presentations. Neither the Company nor Acquiror shall engage participate in any action meeting or enter discussion with any Governmental Authority with respect to any such filings, applications, investigation, or other inquiry without giving the other Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Company and Acquiror, shall be limited to outside antitrust counsel only). The Company and Acquiror shall consult and cooperate with, consider in good faith the views of and incorporate the comments of each other in advance in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, proposals, white papers or other written materials to be submitted to any Governmental Authority regarding the Transactions by or on behalf of such Party. Each of the Company and Acquiror shall consult with the other and consider in good faith the views of the other prior to entering into any transaction agreement, arrangement, undertaking or understanding (including oral or written) with any acquisition) Governmental Authority relating to any antitrust Law with respect to the Merger or permit any action to be taken or transaction to be entered intothe other transactions contemplated hereby; provided, that would materially impair the ability final determination as to the appropriate course of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated action shall be made by this Agreement or the Ancillary Agreements or would reasonably be expected to do soAcquiror. (d) Notwithstanding anything Each Party shall respond as promptly as reasonably practicable and advisable to any inquiries or requests for information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to the contrary Transactions. The Company shall not, but Acquiror may if it determines in this Agreementits good faith judgment (after consulting in advance with the Company and in good faith taking the Company’s views into account) that the taking of such action would enhance the likelihood of obtaining any necessary Governmental Authority approval by the Termination Date, nothing herein shall obligate extend any waiting period or be construed agree to obligate refile under the Companies HSR Act or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwiseother antitrust Law. (e) From time Acquiror shall be responsible for the payment of all filing fees in connection with any filing made with any Governmental Authority pursuant to time after the Closingthis Section 5.10. Each Party shall be responsible for its own out-of-pocket fees, costs and expenses incurred in connection with any and all applications, notices, petitions, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake filings with any actionGovernmental Authority, including entering into any consent decreefees, hold separate order costs, or other arrangement, that would (A) require the divestiture expenses incurred in connection with any requests of any assets of Governmental Authority for additional information and documents, including information or documents requested under the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsHSR Act.

Consents and Filings; Further Assurances. (a) The SellersCompany, the Blockers, the Companies Sellers and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall. In furtherance and not in limitation of the foregoing, or the Company and the Sellers shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as permit the Buyer deems reasonably necessary or desirable to participate in connection with the transactions contemplated by this Agreement defense and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration settlement of any nature in connection with any such notice, consent or estoppel certificate or consent Action relating to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closingtransactions contemplated hereby, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement Company and the Ancillary Agreements. (f) Sellers shall not settle or compromise any such Action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company or any of their assets or businesses or any of the Buyer’s or its respective Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.,

Consents and Filings; Further Assurances. (a) The SellersEach of the Shareholder, the BlockersCompany, Parent and Buyer shall use their respective commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions with respect to the transactions contemplated by this Agreement within ten (10) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Parent and the Shareholder shall each pay one-half of all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each of Parent, Buyer, the Companies Shareholder and the Buyer Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Transaction and the other transactions contemplated hereby; provided, however, that notwithstanding any other provision of this Agreement, Parent shall not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to all or any portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and neither the Shareholder, the Company nor any of its Subsidiaries shall make any such divestiture or take any such action or make any such commitment with respect to the Company or any of its Subsidiaries’ business or assets in connection with obtaining any such approval without Parent’s prior written consent. (b) Each of the parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements all other agreements contemplated hereby as promptly as practicable, including to (i) obtain from the consents and approvals of the third parties and Governmental Authorities listed on Schedule 3.4 and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, submissions required under applicable law with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entityherein. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Seller and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Transactions as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement Transactions (including, without limitation, all third party consents and estoppel certificates listed in Section 6.1(c) of the Ancillary AgreementsDisclosure Schedule), and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other Applicable Law. In the event a filing is required under the HSR Act with respect to the Transactions, the parties agree to each pay one-half of the applicable HSR Act filing fee. If any objections are asserted with respect to the Transactions under any Applicable Law or if any suit is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any Applicable Law, including taking the parties shall use their commercially reasonable efforts to resolve any steps required such objections or necessary challenge as such Governmental Authority or private party may have to obtain the approval such transactions under such Applicable Law so as to permit consummation of the SBA Transactions. Nothing in this Section 4.10 shall require any of the Company, the Buyer or their respective Affiliates to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of the Company, the Buyer or their respective Affiliates or conduct of their business in a specified manner, as a condition to obtaining any approval from a Governmental Authority under any Applicable Law or any other Person or for any other reason. Notwithstanding the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by foregoing or any other provision of this Agreement, and nothing in this Section 4.10 shall limit a party's rights to terminate this Agreement pursuant to Section 8.1 of this Agreement. Each party to this Agreement shall (iiii) have vacated, lifted, reversed promptly notify the other parties of any communication it or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) of its Affiliates receives from any Governmental Authority relating to the matters that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits are the consummation subject of the transactions contemplated by this Agreement and the Ancillary Agreements. , (bii) The Companies shallpermit the other parties to review any proposed communication by such party to any Governmental Authority, and (iii) consult with the other parties in advance of any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act and under any other applicable merger control laws. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Ancillary Agreements and the Transactions. Subject to the terms and conditions of this Agreement, the Buyer and the Seller will use their commercially reasonable efforts to take, or shall cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the Transactions. The Seller and the Buyer agree, and the Seller, prior to the Closing, and the Buyer, after the Closing, agree to cause the Target Entities toCompany to execute and deliver such other documents, give promptly certificates, agreements and other writings, to take such notice other actions and to third parties and obtain such third party consents and approvals as the Buyer deems reasonably may be necessary or desirable in connection with order to consummate or implement expeditiously the transactions contemplated Transactions. All costs and expenses incurred by this Agreement the Buyer and the Ancillary Agreements. The Buyer Seller pursuant to this Section 4.10(e) shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required be paid for by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementsin accordance with Section 10.1. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Sellers shall permit the Buyer and the Issuer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and none of the Sellers shall settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. (b) The Companies Sellers shall, or shall cause the Target Entities Company and its Subsidiaries to, give promptly such notice to third parties and obtain such third party consents and estoppel certificates as the Buyer deems reasonably may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsconsents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer Buyer, the Issuer or the Company or any Target Entityof its Subsidiaries. (c) Except as required by this AgreementThe Parties agree that, none of in the Buyerevent that any consent, its direct and indirect Subsidiaries approval or authorization necessary or desirable to preserve for the Company or any of their respective Affiliates shall engage in its Subsidiaries any action right or enter into benefit under any transaction (including lease, license, commitment or other Contract to which the Company or any acquisition) or permit any action Subsidiary is a party is not obtained prior to be taken or transaction the Closing, the Sellers will, subsequent to be entered intothe Closing, that would materially impair the ability of cooperate with the Buyer to consummate, or would prevent or materially delayand the Issuer, the transactions contemplated by this Agreement Company or the Ancillary Agreements any such Subsidiary in attempting to obtain such consent, approval or would reasonably be expected to do soauthorization as promptly thereafter as practicable. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties Parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fe) Notwithstanding anything herein to the contrary, neither the Buyer nor the Issuer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any material assets of the Buyer Buyer, the Issuer, the Company or the Target Entitiesany of their respective Affiliates, (B) materially limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company and its Subsidiaries or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) materially limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsUnits.

Consents and Filings; Further Assurances. (a) The SellersCommencing as soon as practicable following the date hereof, the Blockers, the Companies and the Buyer shall Seller will use all its commercially reasonable efforts to takeobtain Material Contract Consents. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or cause desirable in order to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law (a) satisfy the conditions set forth in Article VI or otherwise to consummate and make effective or implement expeditiously the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including other Acquisition Documents or (b) obtain any Material Contract Consents and also to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) Acquisition Documents and to promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act, and any applicable Law, including taking any steps required filings under similar merger notification laws or necessary to obtain the approval regulations of foreign Governmental Authorities. Seller and Buyer shall keep each other timely apprised of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementstatus of any communications with, and (iii) have vacatedany inquiries from, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement United States Federal Trade Commission and the Ancillary Agreements. (b) The Companies shallUnited States Department of Justice and similar Governmental Authorities in other jurisdictions, or and shall cause the Target Entities to, give comply promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such noticeinquiry or request. Notwithstanding the foregoing, consent except as set forth on Schedule 5.07, no Party shall have any obligation to expend any funds, commence or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage participate in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummatelitigation, or would prevent offer or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) in connection with the consummation of the transactions contemplated hereby (including, by way of illustration only, any payment in connection with obtaining the Material Contract Consents, Seller Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and auditors) reasonably necessary to consummate such transactions or consent fees, amendment fees, cost, reimbursement provisions or the like set forth in the applicable Assumed Contract or Transferred Sub Contract in question. Notwithstanding the foregoing, Buyer will be solely responsible for obtaining any third party, party licenses in each case, in order to obtain connection with the consent or approval operation of such third party under any Contract or otherwise. (e) From time to time the Business after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer shall parties will use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements on or before December 10, 2007 (or as promptly soon thereafter as practicablepracticable if all such commercially reasonable efforts do not result in the occurrence of the Closing on or before December 10, 2007) including to (i) obtain from Governmental Authorities Entities and other Persons all consents, approvals, authorizations, qualifications qualifications, and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. (b) Each of Representative, including taking the Sellers, the Company and Buyer will promptly notify the others of any steps required communication it or necessary any of its Affiliates receives from any Governmental Entity relating to obtain the approval matters that are the subject of this Agreement and permit the SBA for other to review in advance any proposed communication by such party or its Affiliate to any Governmental Entity. Neither Buyer nor Representative will agree to participate, or allow its Affiliates to participate, in any meeting with any Governmental Entity in respect of any filings, investigation, or other inquiry unless it consults with the other in advance and, to the extent permitted by such Governmental Entity, gives the other or its designee the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, Representative, the Sellers, the Company and Buyer will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, each of Representative and Buyer will provide each other with copies of all correspondence, filings, or communications between it or any of their agents or representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby hereby. (including c) Buyer, Representative, the Sellers and the Company will (a) promptly take all actions necessary to make the filings required of such parties or their Affiliates under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by “negative” consent), solely the filing parties from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the extent that the SBA makes an objection to the transactions contemplated by this AgreementHSR Act, and (iiic) have vacated, lifted, reversed or overturned cooperate in connection with each party’s filing under the HSR Act and in connection with resolving any order, decree, ruling, judgment, injunction investigation or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of inquiry concerning the transactions contemplated by this Agreement and commenced by the Ancillary Agreements. (b) The Companies shallFederal Trade Commission, the Antitrust Division of the Department of Justice, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsany state attorney general. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature All filing fees required in connection with any such noticefilings required of Buyer, consent Representative, the Sellers or estoppel certificate the Company or consent their Affiliates under the HSR Act to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse be paid to the interests Federal Trade Commission or the Antitrust Division of the Buyer or Department of Justice will be paid by Buyer. If any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action objections are asserted with respect to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated hereby under the HSR Act or if any litigation is instituted or threatened by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies any Governmental Entity or any private party challenging any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement hereby as violative of the HSR Act, Buyer, Representative, the Sellers and the Ancillary AgreementsCompany will each use their commercially reasonable efforts promptly to resolve such objections. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The As soon as reasonably practicable, but in no event later than ten (10) Business Days following the date hereof with respect to United States filings, or, if earlier, the deadline prescribed by Law, the Buyer and the Sellers shall file, or cause to be filed, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein to the extent required by the HSR Act (which forms shall specifically request early termination of applicable waiting periods prescribed by the HSR Act), as well as comparable pre-merger notification forms or other filings required by the Competition Laws of any applicable jurisdiction, as agreed to by the Buyer and the Sellers. All filing fees incurred in connection with regulatory filings made pursuant to this Section 5.9 shall be paid one-half by the Buyer, on the one hand, and one-half by the Sellers, on the Blockersother hand. (b) The Buyer and the Sellers shall use their reasonable best efforts to furnish to each other all information required for any HSR Act filing or other filing to be made under any applicable Law in connection with the transactions contemplated by this Agreement. The Buyer and the Sellers shall promptly inform each other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any HSR Act filing or other filing or investigation. Neither the Buyer nor the Sellers shall independently participate in any meeting or discussion, either in person or by telephone, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the Companies opportunity to attend and/or participate. Subject to applicable Law and the Confidentiality Agreement, the Buyer and the Sellers will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to any HSR Act filing or other filing or investigation; provided, however, that notwithstanding the foregoing, the Buyer shall be entitled, after consultation with the Sellers, to make all strategic and tactical decisions as to the manner in which to obtain any such consents, including any decision to make any filing or to enter into any agreement with a Governmental Authority regarding the timing of any investigation or waiting period relating to the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, each party reserves the right to limit disclosure of any document, or portion thereof, submitted to any Governmental Authority with respect to any HSR Act filing or other filing to the Buyer’s and the Sellers’ respective outside counsel only. (c) Except as otherwise set forth in this Section 5.9, the Sellers and the Buyer shall use all commercially their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including taking any steps required or necessary to obtain the approval . In furtherance and not in limitation of the SBA for foregoing, the Sellers shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementhereby, and (iii) have vacatedthe Sellers shall not settle or compromise any such claim, lifted, reversed suit or overturned any order, decree, ruling, judgment, injunction or other cause of action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits without the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsBuyer’s written consent. (bd) The Companies shall, or Company and its Subsidiaries shall cause the Target Entities to, give promptly such notice to third parties and obtain such third third-party consents and estoppel certificates as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated are explicitly required by this Agreement and the Ancillary AgreementsAgreement. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsconsents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or the Company or any Target Entityof its Subsidiaries. The Sellers shall provide the Buyer with copies of any consents or estoppel certificates obtained pursuant to this Section 5.9(d). (ce) Except as required The Buyer on the one hand and the Sellers on the other hand shall each be responsible for paying any fees and other costs (including, but not limited to, legal and consultant fees) incurred by that party relating to any third-party consents, including but not limited to fees and other costs relating to the preparation of any filings or submissions to any Governmental Authority (other than filing fees incurred in connection with regulatory filings made pursuant to this AgreementSection 5.9, none of which shall be paid one-half by the Buyer, its direct on the one hand, and indirect Subsidiaries one-half by the Sellers, on the other hand); provided, however, that no party shall be required to pay any fees or other payments to any Governmental Authority in order to obtain any such consent (other than filing fees incurred in connection with regulatory filings made pursuant to this Section 5.9, which shall be paid one-half by the Buyer, on the one hand, and one-half by the Sellers, on the other hand). If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by Governmental Authority or any of their respective Affiliates shall engage in private party challenging any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the transactions contemplated hereby as violating any Competition Law, the Buyer and the Sellers shall use their reasonable best efforts to consummate, or would prevent or materially delay, promptly resolve such objections in order to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable, provided, however, that notwithstanding the foregoing, each party hereto shall have the right, but not the obligation, to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Ancillary Agreements consummation of the transactions contemplated by this Agreement under any Competition Law, including but not limited to seeking to have any stay, injunction, or would reasonably be expected to do sotemporary restraining order entered by any court or other Governmental Authority vacated or reversed. (df) Notwithstanding anything The Sellers and the Buyer agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies Company or any of their Affiliates its Subsidiaries any right or benefit under any lease, license, commitment or other Contract to (i) makewhich the Company or any Subsidiary is a party is not obtained prior to the Closing, the Sellers will, subsequent to the Closing, cooperate with the Buyer, the Company or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, such Subsidiary in each case, in order attempting to obtain the consent such consent, approval or approval of such third party under any Contract or otherwiseauthorization as promptly thereafter as practicable. (eg) From time to time after the Closing, and for no further consideration, each of the parties Parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) promptly make all necessary filingsfilings and give all necessary notices, and thereafter make any other required submissions, with respect to any this Agreement required under applicable Law; provided, including taking however, that in no event shall the Seller or its Affiliates be obligated to pay any steps additional monies in the aggregate in excess of USD 25,000 under or be required to amend any of their respective agreements or necessary contracts if, in the sole discretion of the Seller, such amendments shall be adverse to the interests of the Seller or any of its Affiliates; provided, further, the preceding provisions shall not limit the obligation (if any) of the Seller or any of its Affiliates to pay amounts required by Law to be paid in connection with any filing or notice to any Governmental Agency required to be made pursuant to this Agreement. In no event shall the Seller or any of its Affiliates be obligated to obtain the any consent, approval or waiver from ****** with respect to any ****** Agreement. Each of the SBA for parties shall promptly deliver to the transactions contemplated hereby others (including by “negative” upon request) a copy of each such filing made, each such notice given or each such consent, approval, authorization, qualification or order obtained during the period between the date of this Agreement and the Closing Date. (b) Without limiting the provisions of Section 5.7(a), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iiii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallshall not constitute an assignment or transfer, by operation of law or otherwise, of any agreement or contract which, but for this Section 5.7(b), would be an Assumed Contract, or any rights, privileges and powers of the Seller (or any of its Affiliates party thereto) thereunder if such assignment or transfer, without a necessary consent, approval or waiver by a third party, would be ineffective or would constitute a default under, or other contravention of, the provisions of any such agreement or contract or applicable Laws or give rise to any right of acceleration of any obligation thereunder or any right to termination thereof and such consent, approval or waiver shall cause not have been obtained prior to the Target Entities toClosing Date, give promptly and (ii) the Seller shall not be deemed in breach of its obligations to assign any such notice Assumed Contract to third the Buyer. Without limiting the provisions of Section 5.7(a), in the event any consent, approval or waiver that is required to be obtained has not been obtained prior to Closing, the parties and hereto agree to cooperate in seeking a mutually acceptable alternative to obtain the benefit of such third party consents as Assumed Contract for the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsBuyer; provided, however, that the Buyer no such alternative shall have no obligation to give any guarantee involve an actual reduction or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse an effective reduction to the interests Purchase Price. For the avoidance of doubt, nothing in this Agreement shall be deemed to require assignment of the Buyer Confidentiality Agreements that are not assignable or transferable, without consent of the parties thereto (other than the Seller or any Target Entityof its Affiliates). (c) Except as required Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, none the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under such U.S. or non-U.S. Law. Subject to the BuyerConfidentiality Agreement, its direct and indirect Subsidiaries the parties will provide each other with copies of all correspondence, filings or communications between them or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered intoRepresentatives, that would materially impair on the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closingone hand, and for no further considerationany Governmental Authority or members of its staff, each of on the parties shallother hand, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable with respect to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The SellersSubject to the terms and conditions set forth in this Agreement, each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders Orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. Without limiting the foregoing, including taking any steps required or necessary (i) each of Seller and Buyer shall use its reasonable best efforts to obtain make an appropriate filing of a complete and correct Notification and Report Form pursuant to the approval of the SBA for HSR Act with respect to the transactions contemplated hereby (the “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days immediately following the date hereof and any other required submissions under the HSR Act which Seller or Buyer determines should be made, in each case with respect to the transactions contemplated hereby, and, subject to Section 6.4(b), to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Seller and Buyer shall cooperate with one another (A) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers, and (B) in keeping the other party reasonably informed, including by providing the other party with a copy of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “negative” consentFTC”), solely the Antitrust Division of the Department of Justice (“DOJ”) or any other Governmental Authority, except for Item 4(c) and 4(d) documents (which shall be shared on an outside counsel-only basis) or as restricted by antitrust Law, of any communication received or given in connection with any Action by a private party, in each case regarding any of the transactions contemplated hereby. If any party receives any request for additional information from the FTC, the DOJ or any other Governmental Authority with respect to the extent HSR Filing, then such party shall, as promptly as practicable, respond, completely and correctly, to such request. Buyer and Seller shall split evenly all filing fees and other charges for the filing under the HSR Act with respect to this Agreement and the transactions contemplated hereby. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 6.4(a), each of Buyer and Seller agrees to use its reasonable best efforts and to take any and all steps necessary, proper or advisable to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the SBA makes an objection parties hereto to close the transactions contemplated by this AgreementAgreement as promptly as practicable and in no event later than the Termination Date; provided, that, except as set forth on Schedule 6.4(b) of the Disclosure Schedule, neither Buyer nor Seller shall be required, and neither Seller nor the Company shall agree (iiiwithout the prior consent of Buyer, which may be given or withheld in its sole discretion) have vacatedto, liftedpropose, reversed or overturned any ordernegotiate, commit to and effect, by consent decree, rulinghold separate orders, judgmentor otherwise, sell, divest or dispose of any assets, properties or businesses or any of the assets, properties or businesses of the Racecar Companies to be acquired by Buyer pursuant hereto, in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other action (whether temporaryOrder or decision in any Action or proceeding, preliminary which would otherwise have the effect of materially delaying or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits preventing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or hereby. In no event shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries Seller or any of their respective Affiliates be required to commence (or threaten to commence) or defend any litigation, arbitration or other similar process or otherwise agree to any restrictions on the businesses of Buyer, Seller or their respective Affiliates in connection with Buyer’s and Seller’s undertaking pursuant to Section 6.4(a). (c) Each of the parties shall engage promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any action meeting with any Governmental Authority in respect of any filings, investigation or enter into other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any transaction (applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any acquisition) of their Representatives, on the one hand, and any Governmental Authority or permit any action members of its staff, on the other hand, with respect to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, this Agreement and the transactions contemplated hereby. (d) Except as specifically required by this Agreement Agreement, Buyer will not take any action, or refrain from taking any action, the Ancillary Agreements or effect of which would reasonably be expected to do so. (d) Notwithstanding anything delay or impede the ability of the parties to consummate the contrary in this Agreementtransactions contemplated hereby. Without limiting the generality of the forgoing, nothing herein shall obligate or be construed to obligate the Companies or Buyer will not, and will not permit any of their its Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) makeimpose any material delay in the obtaining of, or to cause to be madeincrease the risk of not obtaining, any payment permits, orders or other approvals of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any third partyapplicable waiting period, (ii) commence materially increase the risk of any Action or Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby, (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain materially delay the consent or approval consummation of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and hereby or (iv) increase the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets amount of the Buyer Closing HSR Loss or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsFinal HSR Loss.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities the Required Consents and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any this Agreement required under applicable Law. All fees to be paid and costs incurred in connection with obtaining the Required Consents and making such filings shall be borne equally by the Seller and the Buyer. (b) Section 5.7(a) notwithstanding, including taking any steps required the Seller and the Buyer shall prepare and file, or necessary cause to obtain be prepared and filed, within 15 Business Days after the approval date of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, all applications (including FCC Forms 394 or other appropriate forms required to be filed (i) with the FCC and (iiiii) have vacated, lifted, reversed or overturned with any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) Governmental Authority that is then are necessary for the assignment to the Buyer of the Franchises in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated hereby. The Buyer has provided to the Seller all information deemed reasonably necessary by this the Seller for the completion of the FCC Forms 394 required to be filed in order to obtain the LFA Approvals (including information reasonably required by the terms of the Asset Purchase Agreement Franchises and requested by the Ancillary Agreements. (bSeller), and agrees to cooperate reasonably, diligently, and in good faith with the Seller in the preparation of such FCC Forms 394 to permit the filing of such FCC Forms 394 so that they are received no later than March 3, 2006. Following the execution hereof, until the Closing, the Seller shall timely send or cause to be sent all required renewal letters with respect to the Franchises pursuant to Section 626(a) of the Cable Act to the proper Governmental Authority. The Companies shallSeller shall not, or and shall cause the Target Entities Subsidiaries to not, agree or accede to any material modifications or amendments to, give promptly such notice or in connection with, or the imposition of any material condition to third parties and obtain such third party consents as the renewal of, any of the Franchises that will impose a material obligation on the Buyer deems following the Closing. The Seller shall, to the extent reasonably necessary practicable, notify the Buyer of all meetings, hearings and other discussions before or desirable with Governmental Authorities in connection with the transactions contemplated by renewal or extension of any Franchise or governmental authorization relating to a Franchise or the granting of a Required Consent, such that the Buyer’s representatives can participate to the extent reasonably practicable in such proceedings. (i) The Seller shall deliver with each FCC Form 394 a proposed Franchise transfer resolution substantially in the form of that attached hereto as Exhibit F (each, a “Franchise Transfer Resolution”) and which Franchise Transfer Resolution will include a request to extend, for a term of 36 months following the Closing, on substantially the same or on other commercially reasonable terms that are reasonably acceptable to the Buyer, any Franchise that has expired or will expire after the date hereof and prior to the date which is 30 months after the Closing Date in accordance with its terms. From the date of this Agreement until the Closing, the Seller shall seek to obtain any such extension or renewal of any Franchise that has expired or will expire after the date hereof and prior to the date which is 30 months after the Closing Date in accordance with its terms in the ordinary course of business, provided, that, in any event, the Seller will use commercially reasonable efforts to obtain such extension or renewal (A) with a term of 36 months following the Closing and (B) on substantially the same or on other commercially reasonable terms that are reasonably acceptable to the Buyer, and for six months following the Closing, the Seller shall use its commercially reasonable efforts to assist the Buyer in obtaining any such extension or renewal of any such Franchise. The Seller shall request or cause to be requested all other Required Consents not related to Franchises and Leased Real Property by letter substantially in the form of that attached hereto as Exhibit G (each, a “Seller’s Required Consent Letter”). From the date of this Agreement until the Closing Date, upon the Buyer’s request, the Seller shall use commercially reasonable efforts to obtain an extension or renewal of any lease for (I) any headend or (II) any other Material Real Property that serves more than 1,000 individually-billed subscribers that has expired or will expire prior to December 31, 2006, and such extension or renewal shall be for a term of up to 36 months (as so requested by the Buyer) and shall otherwise be on substantially the same or on other commercially reasonable terms that are reasonably acceptable to the Buyer. (ii) The Buyer agrees that, if in connection with the process of obtaining any Required Consent, a Governmental Authority or other Person purports to require any condition or any change to a Permit or Contract to which such Required Consent relates that would be applicable to either the Buyer, the Seller or the Subsidiaries as a requirement for granting such Required Consent, which condition or change involves a Asset Purchase Agreement monetary payment or commitment to such Governmental Authority or other Person, either the Buyer or the Seller may elect, in their sole discretion, to satisfy the full amount of such monetary payment or commitment (notwithstanding the obligation to equally share certain costs set forth in Section 5.7(a)), in which case, the other party shall be deemed to accept such condition or change to the extent so satisfied, provided that if the Seller or any Subsidiary elects to satisfy any such payment or commitment, it shall do so at or before Closing. (iii) Subject to the terms of subsection (ii) above, neither the Seller nor the Subsidiaries shall agree, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed, to any material change to the terms of any Permit or Contract as a condition to obtaining any Required Consent to the transfer or assignment of such Permit or Contract to the Buyer. If in connection with obtaining any Required Consent, a Governmental Authority or other third party seeks to impose any condition or adverse change to any Permit or Contract to which such Required Consent relates that would be applicable to the Buyer as a requirement for granting such Required Consent, the Seller will promptly notify the Buyer of such fact and the Ancillary AgreementsSeller shall not agree to such condition or adverse change unless the Buyer shall, in its reasonably exercised discretion, consent to such condition or change in writing. The Seller is not required to consent to any change to any Permit or Contract that would impose any condition on the Seller following the Closing. (d) The Buyer shall promptly, but in no event more than 10 days after receipt of such request, furnish to any Governmental Authority or other Person from which a Required Consent is requested such accurate and complete information regarding the Buyer, including financial information relating to the cable and other media operations of the Buyer, as a Governmental Authority or other Person may reasonably require in connection with obtaining such Required Consent. (e) Notwithstanding the provisions of this Section 5.7, neither the Seller nor the Subsidiaries shall have any further obligation to obtain Required Consents (i) with respect to any Pole Attachment Agreement where the licensing party shall not, after the Seller’s exercise of commercially reasonable efforts, consent to an assignment of such Pole Attachment Agreement but requires that the Buyer enter into a new Pole Attachment Agreement with such licensing party on terms that are not materially more burdensome than the existing agreement, in which case the Buyer shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Seller shall reasonably cooperate with and assist the Sellers Buyer, in giving such notices and obtaining such consentsagreement; provided, however, (ii) for any business radio license that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would can reasonably be expected to do so. (d) Notwithstanding anything be obtained within 120 days after the Closing Date and so long as a temporary authorization is available to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or Buyer under FCC rules with respect thereto; and (iii) offer with respect to grant any accommodation (financial or otherwise) Leased Real Property, if the Seller obtains and makes operational prior to any third party, in each case, in order the Closing substitute Leased Real Property that is reasonably satisfactory to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time Buyer as to time after the Closing, both use and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementsterms. (f) Notwithstanding anything herein Except with respect to the contraryFranchises, which are the subject of Section 2.5(b), if and to the extent that the Seller fails to obtain all Required Consents on or prior to the Closing (regardless of whether the Buyer shall not be required by have waived satisfaction of any applicable condition to the Asset Purchase Agreement Closing), then, for a period of six months following the Closing Date, the Seller shall continue to use commercially reasonable efforts, at the Buyer’s request, to obtain such Required Consents in accordance with this Section 5.7. (g) Section 5.7(a) notwithstanding, the Seller and the Buyer shall, promptly after the execution and delivery of this Agreement, but in no event later than 30 days after the date of this Agreement, complete and file, or cause to take or agree be completed and filed, with the FTC and the Antitrust Division any notification and report required to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require be filed under the divestiture of any assets HSR Act with respect to the transactions contemplated under this Agreement. Each of the Buyer and the Seller shall coordinate with the other with respect to its filings, shall cooperate to prevent inconsistencies between their respective filings and shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as practicable to any requests received from the FTC or the Target Entities, (B) limit the Buyer’s freedom of action Antitrust Division for additional information or documentation and respond as promptly as practicable to inquiries and requests received from other Governmental Authorities with respect toto antitrust matters. The Buyer on the one hand, and the Seller on the other hand, shall share equally the cost of the filing fee required under the HSR Act. (h) Each of the parties shall promptly notify the other party of any communication it or any of its ability Affiliates receives from any Governmental Authority relating to consolidate any filing made pursuant to Section 5.7(g). Neither party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry under the HSR Act 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 controlparticipate at such meeting. Subject to the Confidentiality Agreement, the Target Entities parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their assets Representatives, on the one hand, and any Governmental Authority or businesses members of its staff, on the other hand, with respect to any filings made pursuant to Section 5.7(g). (i) For purposes of this Section 5.7, subject to subsection (g), above, “commercially reasonable efforts” will not, among other things, be deemed to require a party to undertake extraordinary measures, including the initiation or any prosecution of legal proceedings or the payment of amounts in excess of normal and usual filing fees and processing fees, if any. (j) Prior to Closing, the Seller shall use commercially reasonable efforts to cause the Advertising Purchase and Sale Agreement dated as of October 30, 2003 between the C-Corporation Parent Company and Comcast Advertising Sales, Inc. to be amended to correct the designation of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsparties.

Consents and Filings; Further Assurances. (a) The SellersCompany, the Blockers, the Companies Seller and the Buyer shall use all commercially reasonable efforts and cooperate with each other to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsRequired Approvals, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall. In furtherance and not in limitation of the foregoing, or the Company and the Seller shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as permit the Buyer deems reasonably necessary to participate in the defense and settlement of any Action relating to this Agreement or desirable the transactions contemplated hereby, and the Company and the Seller shall not settle or compromise any such Action without the Buyer’s written consent. To the extent permitted by Law, and subject to all applicable privileges (including the attorney client privilege), each of the parties hereto shall 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 on behalf of any party hereto in connection with any filings or submissions relating to the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer Each of the parties hereto shall cooperate with and assist the Sellers promptly file any antitrust notification in giving such notices and obtaining such consents; providedany jurisdiction if required or recommended by any applicable Antitrust Law, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that as determined by the Buyer in its sole discretion may deem adverse reasonable judgment. (b) Notwithstanding anything in this Agreement to the interests contrary (including the other provisions of this Section 5.7), if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, it is expressly understood and agreed that: (i) the Buyer shall not have any obligation to litigate or contest any administrative or judicial Action or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent brought by or before an administrative tribunal, court or other similar tribunal or body; (ii) the Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture and (iii) neither the Company nor the Seller may conduct or agree to conduct a Divestiture without the prior written consent of the Buyer. “Divestiture” shall mean (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of the Buyer or any Target Entity. of its Affiliates or the Company, (c2) Except as required by this Agreement, none the imposition of the Buyer, its direct and indirect Subsidiaries any limitation or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair restriction on the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their its Affiliates to (i) makefreely conduct their business or own the Company, or to cause to be made, any payment to any third party, (ii3) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each holding separate of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary Company or desirable to consummate and make effective any limitation or regulation on the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets ability of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability Affiliates to acquire or hold, or exercise full rights of ownership with respect to, of the Purchased InterestsCompany.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities the Required Consents and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any this Agreement required under applicable Law. Except for fees related to any filings pursuant to the HSR Act (which shall be paid by the Buyer) or as provided in the next sentence, including taking all fees to be paid and costs incurred in connection with obtaining the Required Consents and making such filings shall be borne by the Seller. The Buyer and Seller agree that if, in connection with the process of obtaining any steps required Required Consent, a Governmental Authority or necessary other Person requires the payment of filing fees, consultant fees or other normal and usual fees or costs, the Buyer (on the one hand) and the Seller (on the other hand) will share such fees and costs equally, provided that (A) neither party shall be obligated to obtain pay more than $25,000 in the approval aggregate in respect thereof (except, in the case of the SBA Seller, for amounts incurred, accrued or known to the Seller prior to the date hereof), (B) in no event shall the Buyer be responsible to pay any fees or costs incurred in connection with the process of obtaining a renewal for any Expired Franchise (including, for the transactions contemplated hereby avoidance of doubt, the issuance of any new Franchise), and (C) unless the Buyer has consented in writing, in no event shall the Buyer be responsible to pay any increased costs or expenses that would affect Buyer or the Systems after the Closing; and provided, further, that in any event each party shall be solely responsible for the fees and expenses of its own legal counsel. (b) Section 5.6(a) notwithstanding, the Seller and the Buyer shall prepare and file, or cause to be prepared and filed, within 15 Business Days after the date of this Agreement, all applications (including by “negative” consent)FCC Forms 394 or other appropriate forms, solely to the extent the Seller determines they are necessary or appropriate) required to be filed (i) with the FCC and (ii) with any other Governmental Authority that are necessary for the SBA makes an objection assignment to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then Buyer of the Franchises in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated hereby. The Buyer has provided to the Seller all information deemed reasonably necessary by the Seller for the completion of the FCC Forms 394 required to be filed in order to obtain the LFA Approvals (including information required by the terms of the Franchises), and agrees to cooperate reasonably, diligently, and in good faith with the Seller in the preparation of such FCC Forms 394 to permit the filing of such FCC Forms 394 no later than the 15 Business Days after the date of this Agreement and Agreement. Following the Ancillary Agreementsexecution hereof, until the Closing, the Seller shall timely send or cause to be sent all required renewal letters with respect to the Franchises pursuant to Section 626(a) of the Cable Act to the proper Governmental Authority (after consulting with the Buyer with respect thereto). (bi) The Companies shall, or Seller shall cause the Target Entities to, give promptly such notice deliver with each FCC Form 394 a proposed Franchise transfer resolution on terms to third parties and obtain such third party consents as be agreed upon in good faith by the Buyer deems reasonably necessary and Seller (each, a “Franchise Transfer Resolution”). The Seller shall request or desirable cause to be requested all other Required Consents not related to Franchises and Leased Real Property by letter on terms to be agreed upon in good faith by the Buyer and Seller (each, a “Seller’s Required Consent Letter”). (ii) The Buyer agrees that, if in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving process of obtaining any Required Consent, a Governmental Authority or other Person purports to require any condition or any change to a Permit or Contract to which such notices and obtaining such consents; provided, however, Required Consent relates that would be applicable to either the Buyer shall have no or the Seller as a requirement for granting such Required Consent, which condition or change involves a monetary payment or commitment to such Governmental Authority or other Person, either the Buyer or the Seller may elect, in their sole discretion, to satisfy the full amount of such monetary payment or commitment including the present value of any increased costs or expenses that would affect Buyer after the Closing (notwithstanding the obligation to give any guarantee share costs set forth in Section 5.6(a)), in which case, the other party shall be deemed to accept such condition or other consideration change to the extent so satisfied. (iii) Subject to the terms of any nature in connection with any such noticesubsection (ii) above, consent or estoppel certificate or consent the Seller shall not, without the Buyer’s prior written consent, agree to any adverse change in to the terms of any agreement Permit or arrangement that the Buyer in its sole discretion may deem adverse Contract as a condition to (A) obtaining any Required Consent to the interests transfer or assignment of such Permit or Contract to the Buyer or (B) obtaining any Target Entity. (c) Except as required by this Agreement, none renewal of the Buyer, its direct and indirect Subsidiaries an Expired Franchise or any of their respective Affiliates shall engage other expired material Permit. If in connection with obtaining any action Required Consent, a Governmental Authority or enter into other third party seeks to impose any transaction (including condition or adverse change to any acquisition) Permit or permit any action Contract to be taken or transaction to be entered into, which such Required Consent relates that would materially impair the ability of be applicable to the Buyer to consummate, or would prevent or materially delayas a requirement for granting such Required Consent, the transactions contemplated by this Agreement Seller will promptly notify the Buyer of such fact and the Seller shall not agree to such condition or adverse change unless the Ancillary Agreements Buyer shall consent to such condition or would reasonably be expected to do sochange in writing. (d) Notwithstanding anything The Buyer shall promptly, but in no event more than 10 days after receipt of such request, furnish to any Governmental Authority or other Person from which a Required Consent is requested such accurate and complete information regarding the Buyer, including financial information relating to the contrary cable and other media operations of the Buyer, as a Governmental Authority or other Person may reasonably require in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of connection with obtaining such third party under any Contract or otherwiseRequired Consent. (e) From time Notwithstanding the provisions of this Section 5.6, neither the Seller nor the Systems shall have any further obligation to time obtain Required Consents (i) for any business radio license that the Seller reasonably expects can be obtained within 120 days after the ClosingClosing Date and so long as a temporary authorization is available to and has been granted to the Buyer under FCC rules with respect thereto; and (ii) with respect to Leased Real Property, if the Seller obtains and for no further consideration, each of makes operational prior to the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be Closing substitute Leased Real Property that is reasonably necessary or desirable satisfactory to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsBuyer. (f) Notwithstanding anything herein Except with respect to the contraryFranchises, which are the subject of Section 2.5(b), if and to the extent that the Seller fails to obtain all Required Consents on or prior to the Closing (regardless of whether the Buyer shall not be required by have waived satisfaction of any applicable condition to the Closing), then, for a period of six months following the Closing Date, the Seller shall continue to use commercially reasonable efforts to obtain such Required Consents in accordance with this Section 5.6. (g) Section 5.6(a) notwithstanding, the Seller and the Buyer shall, promptly after the execution and delivery of this Agreement, but in no event later than 30 days after the date of this Agreement, complete and file, or cause to take or agree be completed and filed, with the FTC and the Antitrust Division any notification and report required to undertake any actionbe filed under the HSR Act with respect to the transactions contemplated under this Agreement, including entering into any consent decree, hold separate order or other arrangement, that would (A) require and each such filing shall request early termination of the divestiture of any assets waiting period imposed by the HSR Act. Each of the Buyer and the Seller shall coordinate with the other with respect to its filings, shall cooperate to prevent inconsistencies between their respective filings and shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. All fees related to any filings under the HSR Act shall be paid by the Buyer. The parties shall use commercially reasonable efforts to respond as promptly as practicable to any requests received from the FTC or the Target Entities, (B) limit the Buyer’s freedom of action Antitrust Division for additional information or documentation and respond as promptly as practicable to inquiries and requests received from other Governmental Authorities with respect toto antitrust matters. (h) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to any filing made pursuant to Section 5.6(g). Neither party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or its ability other inquiry under the HSR Act unless it consults with the other party in advance and, to consolidate the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and controlparticipate at such meeting. Subject to the Confidentiality Agreement, the Target Entities parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their assets Representatives, on the one hand, and any Governmental Authority or businesses or any members of its staff, on the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or holdhand, or exercise full rights of ownership with respect toto any filings made pursuant to Section 5.6(g). (i) For purposes of this Section 5.6, subject to subsection (g), above, “commercially reasonable efforts” will not be deemed to require a party to undertake extraordinary measures, including the Purchased Interestsinitiation or prosecution of legal proceedings or the payment of amounts in excess of normal and usual filing fees and processing fees, if any.

Consents and Filings; Further Assurances. (a) The SellersSeller shall use its commercially reasonable efforts, the Blockersat its own expense, the Companies and the Buyer Purchaser shall use all commercially reasonable efforts cooperate in good faith with the Seller, at the Seller’s expense, to take(i) obtain the Required Consents, or cause (ii) give required notices to be takeneach applicable Person, all appropriate action to do(iii) take any actions reasonably required by any Person, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective in each case in connection with the transactions matters contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (iiiv) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any this Agreement required under applicable Law. (b) Section 6.17(a) notwithstanding, the Purchaser shall prepare and file, or cause to be prepared and filed, promptly after the date hereof, at its own expense, all applications required to be filed with the FCC to effect the assignment of the FCC Licenses from the Seller to the Purchaser. Seller shall provide to the Purchaser all information deemed reasonably necessary by the Purchaser for the completion of any applications necessary for assignment of an FCC License; and agrees to cooperate reasonably, diligently and in good faith with the Purchaser in the preparation of such applications to permit the filing of such applications as promptly as practicable after request of the Purchaser. The Purchaser shall afford the Seller the reasonable opportunity to review, revise and approve (which approval shall not be unreasonably withheld) any complete draft application for assignment of an FCC License or for assignment of any other Permit, as contemplated under this Section 6.17(b). The Purchaser shall exercise commercially reasonable efforts to incorporate the Seller’s revisions prior to the delivery thereof to the applicable Governmental Authority. The Seller will use its commercially reasonable efforts to cooperate with the Purchaser to obtain all Required Consents. Following the execution hereof until the Closing, the Seller shall timely send or cause to be sent all required renewal letters pursuant to Section 626(a) of the Cable Act to the proper Governmental Authority with respect to all Franchises of the System that are due to expire within 33 months after any date between the date of this Agreement and the Closing Date. Each Party shall be responsible for paying half of all filing fees, including filing fees for applications for assignment of FCC Licenses or other Permits. The Parties shall cooperate with each other in promptly taking any steps remedial or corrective actions in connection with obtaining any Required Consent. (c) The Purchaser agrees that, if in connection with the process of obtaining any Required Consent, a Governmental Authority or other Person purports to require any condition or any change to a Permit or Contract to which such Required Consent relates that would be applicable to either the Purchaser or the Seller as a requirement for granting such Required Consent, which condition or change involves a monetary payment or monetary commitment to such Governmental Authority or other Person, such costs will be borne by Seller. (d) Subject to the terms of Section 6.17(c), Seller shall not agree, without the Purchaser’s prior written consent to any material change to the terms of any Permit or Contract as a condition to obtaining any Required Consent to the transfer or assignment of such Permit or Contract to the Purchaser. If in connection with obtaining any Required Consent, a Governmental Authority or other third party seeks to impose any condition or adverse change to any Permit or Contract to which such Required Consent relates that would be applicable to the Purchaser as a requirement for granting such Required Consent, the Seller will promptly notify the Purchaser of such fact and Seller shall not agree to such condition or adverse change unless the Purchaser shall, in its reasonably exercised discretion, consent to such condition or change in writing. The Seller is not required to consent to any change to any Permit or necessary Contract that would impose any condition on Seller following the Closing. (e) The Purchaser shall promptly, but in no event more than 10 days after receipt of such request, furnish to any Governmental Authority or other Person from which a Required Consent is requested such accurate and complete information regarding the Purchaser. (f) Notwithstanding the provisions of this Section 6.17, Seller shall not have any further obligation to obtain Required Consents (i) with respect to any pole attachment agreement where the approval licensing party shall not, after the Seller’s exercise of commercially reasonable efforts, consent to an assignment of such pole attachment agreement but requires that the SBA for Purchaser enter into a new pole attachment agreement with such licensing party on terms no less favorable than others in the transactions contemplated hereby (including by “negative” consent)industry are generally receiving, solely in which case the Purchaser shall use its commercially reasonable efforts to enter into such agreement prior to the extent Closing (assuming such agreement is contingent on and effective upon the Closing) or as soon as practicable thereafter and the Seller shall reasonably cooperate with and assist the Purchaser in obtaining such agreement; (ii) for any FCC License that the SBA makes an objection Seller reasonably expects can be obtained within 120 days after the Closing Date and so long as a temporary authorization is available to the transactions contemplated by this Agreement, Purchaser under FCC rules with respect thereto; and (iii) have vacatedwith respect to Leased Property, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) if the Seller obtains and makes operational prior to the Closing substitute Leased Property that is then in reasonably satisfactory to the Purchaser. (g) Following the Closing, each of the parties shall execute and deliver such additional documents, instruments, conveyances and assurances and exercise commercially reasonable efforts to carry out the provisions of this Agreement and give effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of to the transactions contemplated by this Agreement and the other Ancillary Agreements. (bh) The Companies shallFor purposes of this Section 6.17, “commercially reasonable efforts” will not be deemed to require a party to waive any condition to Closing in its favor or to undertake extraordinary measures, including the initiation or prosecution of legal proceedings, the payment of amounts in excess of normal and usual filing fees and processing fees, if any, or shall cause the Target Entities to, give promptly such notice agreeing to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee capital expenditure requirement (or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisitionsimilar financial obligation) or permit any action requested modification to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwisePermit. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable All information provided in connection with the transactions contemplated by analysis of whether any governmental filings are required shall be true, complete and correct. Without limiting the generality of the Parties’ undertaking pursuant to Section 6.8(a), if required, the Buyers shall promptly after the date of this Agreement prepare and file with the Ancillary AgreementsMexican Antitrust Commission (Comisión Federal de Competencia Económica) (the “Mexican Antitrust Commission”) the notification required under Mexican Antitrust Law. The Buyer To such end, Sellers shall cooperate with promptly provide and assist shall cause the Sellers in giving such notices and obtaining such consents; provided, however, that Companies to provide to Buyers all the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity.documents Exhibit 2.1 (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer : (i) Buyers shall not be required by this Section (but may in their sole discretion elect) to take take, or agree to undertake undertake, any action, including entering into any consent decree, hold separate order or other arrangement, that would require (Ax) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Companies or any of their assets respective Affiliates or businesses or (y) taking any action that would reasonably be expected to diminish the benefits reasonably expected to be derived by Buyers on the date hereof from the transactions contemplated by this Agreement in such a manner that the Buyers would not have entered into this Agreement in the face of such diminished benefits; and (ii) the Sellers and the Companies shall not, without Buyer’s consent, which consent shall not be unreasonably denied, delayed or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability withheld, be permitted to acquire or holdtake, or exercise full rights of ownership with respect toagree to undertake, the Purchased Interests.any action, including entering into any consent decree, hold separate order or Exhibit 2.1

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer Parties shall use all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and to confirm Buyer’ ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) the filing and prosecution of the Sale Motion and any other pleadings before the Bankruptcy Court as contemplated in this Agreement and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable efforts to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and the Buyer’s ownership and operation of the Transferred Assets and the Business immediately following the Closing; (ii) promptly make (and in no event later than fifteen (15) Business Days after the date here) deliver all necessary filingsnotices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by applicable Law, including taking providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any steps required investigation or necessary to obtain the approval other inquiry of any of the SBA Governmental Authority under applicable Law with respect to any such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority not to consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall pay all filing fees and other charges for the filing under the HSR Act or other Antitrust Law by the Parties. (b) Each of the Parties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority with respect to this Agreement or in connection with the transactions contemplated hereby (including and permit the other Parties to review in advance any proposed communication by “negative” consent)such Party to any Governmental Authority. Sellers shall not agree to participate in any meeting with any Governmental Authority in respect of any notices, solely filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent that permitted by such Governmental Authority, gives the SBA makes an objection other Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting or similar periods under applicable Law. Subject to applicable Law, the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby. (c) From time to time, whether at or following the Closing, the Sellers and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and (iii) have vacatedshall take such further actions, liftedas may be necessary or appropriate to vest in the Buyer all the right, reversed title, and interest in, to or overturned any orderunder the Transferred Assets, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect to provide the Buyer and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by Sellers all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give and to otherwise make effective as promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with practicable the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate Each of the Parties will use its commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with and assist the Sellers in giving to cause all conditions precedent to such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action obligations to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do sosatisfied. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and any other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, Agreements and (ii) promptly make all necessary filings, filings and thereafter make any other required submissions, submissions with respect to this Agreement and each Ancillary Agreement, as the case may be, as required under applicable Law. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 6.7(a), the Buyer Parties agree to use commercially reasonable efforts and to take any applicable and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law, including taking Mexican Antitrust Law, that may be asserted by any steps required Governmental Authority or necessary any other party so as to obtain enable the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely parties hereto to the extent that the SBA makes an objection to close the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable and in no event later than the Outside Date, including proposing, negotiating, committing to and (iii) have vacatedeffecting, lifted, reversed or overturned any order, by consent decree, rulinghold separate orders, judgmentor otherwise, the sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other action order or decision in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, the Buyer Parties shall use commercially reasonable efforts to defend through litigation on the merits, any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits would prevent the consummation of Closing by the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityOutside Date. (c) Except as required Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 6.7 and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority in connection therewith. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any such matter unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, none the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the Confidentiality Agreement, the parties will provide each other with copies of the Buyerall correspondence, its direct and indirect Subsidiaries filings or communications between them or any of their respective Affiliates shall engage in Representatives, on the one hand, and any action Governmental Authority or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered intomembers of its staff, that would materially impair on the ability of the Buyer to consummateother hand, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything with respect to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwiseforegoing. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, (ii) taking such further actions and executing such other documents after the Closing as may be reasonably required to fully effect the transactions contemplated hereby and further secure to each party the rights intended to be conferred hereby and the other agreements ancillary to the transactions contemplated hereby, and (iii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shallEach of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or shall cause other inquiry unless it consults with the Target Entities toother parties in advance and, give promptly to the extent permitted by such notice Governmental Authority, gives the other parties the opportunity to third attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties will coordinate and obtain cooperate fully with each other in exchanging such third party consents information and providing such assistance as the Buyer deems other parties may reasonably necessary or desirable request in connection with the transactions contemplated by foregoing. Subject to the Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitytransactions contemplated hereby. (c) Except as required by this Agreement, none The Seller and the Company covenant and agree to obtain the release of the Common Stock from any Encumbrance prior to or simultaneously in connection with the Closing, in form and substance reasonably satisfactory to the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything If the parties mutually agree that it is necessary for the parties to enter into a formal transition services agreement with respect to services provided prior to the contrary in this AgreementClosing Date (including, nothing herein shall obligate without limitation, payroll, benefits and insurance services) by the Seller or be construed to obligate the Companies or any of their its Affiliates to (i) makethe Company and its Subsidiaries, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shallwill use their reasonable best efforts to negotiate in good faith such an agreement, which agreement shall be on commercially reasonably terms and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable have a term not to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementsexceed 90 days. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications qualifications, and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement any filings, authorizations, permits or consents of or any Governmental Authority required under the HSR Act and any foreign antitrust or competition laws, laws and rules treating the safeguarding of classified information, or any other applicable Law. The Buyer shall pay one-half of all filing fees and other charges for filing under the HSR Act and any applicable Lawforeign antitrust or competition laws by all parties. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 6.7(a), including taking the Buyer agrees to use its commercially reasonable efforts and to take any and all steps required or necessary to obtain avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation Law that may be asserted by any United States or foreign Governmental Authority or any private party so as to enable the approval of the SBA for parties hereto to expeditiously close the transactions contemplated hereby by this Agreement no later than the Termination Date, including but not limited to proposing, negotiating, committing to, and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture, licensing, disposition or restriction of Buyer’s control or ownership of, any of Buyer’s assets, properties, or businesses or of the assets, properties, or businesses, including but not limited to the businesses and assets to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order, or other order or decision in any suit or proceeding, which would otherwise have the effect of preventing the Closing by the Termination Date. In addition, the Buyer shall use its commercially reasonable efforts to defend through litigation on the merits (including all available appeals) any claim asserted in court by “negative” consent)any party in order to avoid entry of, solely or to have vacated or terminated, any decree, order, or judgment (whether temporary, preliminary, or permanent) that would prevent the Closing by the Termination Date. (c) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation, or other inquiry unless it consults with the other parties in advance and, to the extent that permitted by such Governmental Authority, gives the SBA makes an objection other parties the opportunity to attend and participate at such meeting. Subject to a customary confidentiality agreement to be mutually agreed between the parties hereto, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and any applicable foreign antitrust or competition laws. Subject to a customary confidentiality agreement to be mutually agreed between the parties hereto, the parties will provide each other with copies of all correspondence, filings, or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Certain consents and waivers with respect to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed Agreement may be required from parties to Contracts to which the Company or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation a Subsidiary of the transactions contemplated by this Agreement Company is a party that have not been and may not be obtained. Neither Seller nor the Ancillary Agreements. (b) The Companies shall, or Company nor any of their Affiliates shall cause the Target Entities to, give promptly such notice have any liability to third parties and obtain such third party consents as the Buyer deems reasonably necessary arising out of or desirable relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement and or because of the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration termination of any nature in connection with any Contract as a result thereof, and no such notice, consent failure or estoppel certificate or consent to any change termination shall result in the terms failure of any agreement or arrangement that the Buyer condition set forth in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityArticle VII. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Seller Parties and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under or any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Seller Parties shall permit the Buyer reasonably to participate, at its sole cost and expense, in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller Parties shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (b) The Companies On or prior to the Closing, the Seller Parties shall, or shall cause the Target Entities Company to, give promptly such notice to third parties and obtain such third party consents and estoppel certificates as the Buyer deems may in its sole discretion deem reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers Seller Parties in giving such notices and obtaining such consentsconsents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entitythe Company. (c) Except as required by this Agreement, none of the Buyer, its direct The Seller Parties and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer agree that, in the event that any consent, approval or authorization necessary or desirable to consummatepreserve for the Company any right or benefit under any lease, license, commitment or would prevent or materially delayother Contract to which the Company is a party is not obtained prior to the Closing, the transactions contemplated by this Agreement Seller Parties will, subsequent to the Closing, cooperate with the Buyer and the Company in attempting to obtain such consent, approval or the Ancillary Agreements or would reasonably be expected to do soauthorization as promptly thereafter as practicable. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (fe) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company or the Target Entitiesany of their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company or any of their its assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Membership Interests. (f) The Seller Parties shall take all steps necessary to ensure that the Conversion has occurred and is deemed to have occurred prior to the date hereof (or, to the extent not possible, as soon as possible after the date hereof) in accordance with applicable Law.

Consents and Filings; Further Assurances. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (a) The Sellers, the Blockers, the Companies and the Buyer shall use all commercially reasonable efforts to take, consummate or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective implement expeditiously the transactions contemplated by this Agreement and the Ancillary Agreements other Acquisition Documents or (b) obtain any Seller Contractual Consents and, in connection therewith, obtain the release of Seller and/or its Affiliates from the Assumed Liabilities under the Transferred Contracts. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as promptly as practicable, including may be reasonably necessary or desirable to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filingsAcquisition Documents. Seller and Buyer shall keep each other timely apprised of the status of any communications with, and thereafter make any inquiries from, the United States Federal Trade Commission and the United States Department of Justice, and shall comply promptly with any such inquiry or request. Notwithstanding the foregoing, no Party shall have any obligation to expend any funds or to incur any other required submissions, obligation in connection with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated hereby (including, by this Agreement and the Ancillary Agreements. (b) The Companies shallway of illustration only, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable any payment in connection with obtaining the transactions contemplated by this Agreement Seller Contractual Consents, Seller Governmental Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (cauditors) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective such transactions. Notwithstanding the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contraryforegoing, the Buyer Seller shall not be required by this Section to take or agree assist Buyer to undertake obtain any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Intereststhird party licenses.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from applicable Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 5.10(a), including taking Parent agrees to use all commercially reasonable efforts and to take any and all steps required or reasonably necessary to obtain avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely parties hereto to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of expeditiously close the transactions contemplated by this Agreement and no later than the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsTermination Date; provided, however, that nothing contained in this Section 5.10(b) shall obligate Parent, Merger Sub or any of their respective affiliates to (i) dispose or hold separate any part of its or the Buyer shall have no obligation to give Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (ii) not compete in any guarantee geographic area or other consideration line of business, (iii) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any nature of their Affiliates may carry on business in connection any part of the world, and/ or (iv) engage in litigation with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target EntityGovernmental Authority. (c) Except as required Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, none the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the BuyerHSR Act. Subject to the Confidentiality Agreement, its direct and indirect Subsidiaries the parties will provide each other with copies of all correspondence, filings or communications between them or any of their respective Affiliates shall engage in Representatives, on the one hand, and any action Governmental Authority or enter into any transaction (including any acquisition) or permit any action members of its staff, on the other hand, with respect to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, this Agreement and the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do sohereby. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein The Company shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order use commercially reasonable efforts to obtain the consent or approval of such third party under any Contract or otherwise. (econsents set forth in Schedule 3.3(a)(ii) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective Disclosure Schedules. For the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contraryavoidance of doubt, the Buyer Company shall not be required by this Section to take or agree to undertake incur any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities material out-of-pocket costs or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership material obligation in connection with respect to, the Purchased Interestsobtaining such consents.

Consents and Filings; Further Assurances. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (a) The Sellers, the Blockers, the Companies and the Buyer shall use all commercially reasonable efforts to take, consummate or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective implement expeditiously the transactions contemplated by this Agreement and the Ancillary Agreements other Acquisition Documents or (b) obtain any Seller Contractual Consents and, in connection therewith, obtain the release of Seller and/or its Affiliates from the Assumed Liabilities under the Transferred Contracts. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as promptly as practicable, including may be reasonably necessary or desirable to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) Acquisition Documents and to promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps this Agreement required or necessary to obtain under the approval HSR Act. Seller and Buyer shall keep each other timely apprised of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreementstatus of any communications with, and (iii) any inquiries from, the United States Federal Trade Commission and the United States Department of Justice, and shall comply promptly with any such inquiry or request. Notwithstanding the foregoing, no Party shall have vacated, lifted, reversed any obligation to expend any funds or overturned to incur any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then obligation in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated hereby (including, by this Agreement and the Ancillary Agreements. (b) The Companies shallway of illustration only, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable any payment in connection with obtaining the transactions contemplated by this Agreement Seller Contractual Consents, Seller Governmental Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (cauditors) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective such transactions. Notwithstanding the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contraryforegoing, the Buyer Seller shall not be required by this Section to take or agree assist Buyer to undertake obtain any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Intereststhird party licenses.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Seller and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Competition Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. , (biv) The Companies shalldefend any litigation or other proceeding seeking to enjoin, prevent or shall cause delay the Target Entities to, give consummation of the transactions contemplated hereby or seeking damages related thereto and (v) make their best efforts to promptly such notice resolve any objections that are asserted with respect to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and under applicable Competition Laws or as result of any suit or proceeding that is instituted or threatened by any Governmental Authority or any private party challenging any of the Ancillary Agreementstransactions contemplated hereby. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; providedIn no event, however, that the Buyer shall have no obligation will any party hereto or any of its respective Affiliates be obligated to give pay any guarantee money or provide any other consideration to any Person or to offer or grant other financial or other consideration of accommodations to any nature Person in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party obligations under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests5.9.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Seller and the Buyer shall use all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable. In furtherance of and without limiting the foregoing, including the Buyer and the Seller shall each, on or prior to (i) obtain from Governmental Authorities July 22, 2016, make or cause to be made all filings and submissions required of it under the HSR Act or any other Persons all consents, approvals, authorizations, qualifications and orders as are necessary applicable Law for the consummation of the transactions contemplated by this Agreement herein. The Buyer and the Ancillary Agreements, (ii) Seller shall each promptly make all necessary filings, and thereafter make comply with any other required submissions, with respect to any applicable Lawadditional requests for information, including taking requests for production of documents and production of witnesses for interviews or depositions by any steps required or necessary Governmental Authority. In addition, the Buyer and the Seller shall each cooperate in good faith with the Governmental Authorities and undertake promptly any and all action required, subject to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consentSection 5.7(e), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, consummate and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of make effective the transactions contemplated by this Agreement as promptly as practicable. The Buyer shall diligently assist and cooperate with the Company and the Ancillary AgreementsSeller in preparing and filing all documents required to be submitted by the Seller, the Company or its Affiliates to any Governmental Authorities in connection with the transactions contemplated hereby and in obtaining any Governmental Authority or third party consents, waivers, authorizations or approvals which may be required to be obtained by Seller or the Company in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company or Seller all information concerning Buyer and/or its Affiliates that counsel to the Company and/or Seller reasonably determine is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). Each party will keep the other apprised of the status of all filings and submissions referred to in this Section 5.7, including promptly furnishing the other party with copies of any material notices or other communications received in connection therewith (such copies may be deemed “outside counsel only” material as reasonably necessary). Neither party will permit any of its respective officers, employees or other representatives or agents to participate in any meeting with any Governmental Authority in respect of such filings and submissions unless it consults with the other party in advance. The Seller shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent; provided that such opportunities to participate in the defense and settlement of any such Action may be limited to the each party’s outside counsel only as reasonably necessary. Buyer shall be responsible for all filing fees under the HSR Act, and the Buyer and the Seller shall cause the filings under the HSR Act to be considered for grant of “early termination.” (b) The Companies Seller shall, or shall cause the Target Entities to, give promptly such notice Company and its Subsidiaries to third parties and obtain such the third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsset forth on Schedule 7.3(b). The Buyer shall cooperate with and assist the Sellers Seller in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem reasonably deems adverse to the interests of the Buyer or the Company or any Target Entityof its Subsidiaries. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably requested by the other party and necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and or the Ancillary Agreements. (fd) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.7 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer Buyer, the Company and its Subsidiaries or the Target Entitiesany of their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities Company and its Subsidiaries or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or businesses, (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased InterestsMembership Interests or (D) take any other action that will materially impair the economic value of the transactions contemplated hereby to the Buyer.

Consents and Filings; Further Assurances. (a) The Sellers, Each of the Blockers, the Companies and the Buyer parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including including, without limitation, to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to required under any applicable law. In addition, immediately after the contrary in execution of this Agreement, nothing herein the Seller shall, or procure that the relevant persons shall, (i) launch the regularization process of the building permit (number PC 13 028 87 B 0298 dated December 10, 1987) aiming at obtaining a compliance certificate (permis de construire de régularisation) from the town hall which has delivered such permit and to (ii) file such request with the relevant town hall on or before the Closing Date. All costs and fees relating to such regularization process (including those relating to the ordering of the construction plans and the work of the architect to be designated in connection with this process, i.e, the preparation of the request and the follow-up until the town hall has rendered its decision) shall obligate or be construed borne by the Seller. In the event the compliance certificate has not been issued prior to obligate the Companies Closing Date, the Seller shall deliver a copy of the regularization file and related documents, and introduce the designated architect, to the Purchaser, who will then handle the follow-up and supervision of the regularization process, at Purchaser’s costs (except for architect’s fees relating to the follow-up during the instruction period of the request), with the cooperation of the Seller, using commercially reasonable efforts. Each of the parties shall promptly notify the other party of any communication it or any of their its Affiliates receives from any Governmental Authority relating to (i) make, the matters that are the subject of this Agreement or the Ancillary Agreements and permit the other party to cause to be made, review in advance any payment proposed communication by such party to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, Governmental Authority. The parties will coordinate and cooperate fully with each other in each case, exchanging such information and providing such assistance as the other party may reasonably request in order to obtain connection with the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, foregoing and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture in seeking early termination of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interestsapplicable waiting periods.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer Parties shall use all their commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that named as a defendant, defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the SBA makes an objection to consummation of the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Purchaser shall promptly notify the Company of any communication concerning this Agreement and any of the Ancillary Agreements. (b) The Companies shall, or shall cause transactions contemplated hereby from any Governmental Authority and consider in good faith the Target Entities to, give promptly such notice views of the Company and keep the Company reasonably informed of the status of matters related to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsAgreement; provided, however, that the Buyer nothing in this Agreement shall have no obligation prevent either Purchaser from responding to give any guarantee or complying with a subpoena or other consideration of legal process required by law or submitting factual information in response to a request therefor. The Company will not take any nature in connection with any such noticeaction, consent or estoppel certificate or consent to any change in the terms of enter into any agreement or arrangement make any commitment that would conflict or interfere in any material respect with the Buyer in its sole discretion may deem adverse Company’s obligations to the interests Purchasers under the Transaction Documents. The Company will comply in all material respects with all laws, rules, regulations, orders and decrees of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action all Governmental Authorities applicable to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies Sellers and the Buyer Buyers shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or other any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyers shall pay all filing fees for any filing required by the HSR Act. (b) The Companies shallFrom time to time, whether before, at or following the Closing, the Sellers and the Buyers shall cause the Target Entities toexecute, give promptly acknowledge and deliver all such notice to third parties further conveyances, notices, assumptions and obtain releases and such third party consents other instruments, and shall take such further actions, as the Buyer deems reasonably may be necessary or desirable in connection with appropriate to assure fully to the Buyers all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyers under this Agreement and the Ancillary Agreements and to assure fully to the Sellers the assumption of the liabilities and obligations intended to be assumed by the Buyers pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby. In addition, following the Closing and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummateLxxxxxx will take, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be madetaken, any payment all appropriate action to any third partydo, (ii) commence any Action or (iii) offer cause to grant any accommodation (financial be done, all things necessary, proper or otherwise) advisable under applicable Law or otherwise to any third party, in each case, in order enable the Buyers to obtain receive or continue receiving the consent or approval of such third party under any Contract or otherwise. (e) From time rights and benefits with respect to time after the Contracts received by the Sellers immediately prior to the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.

Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer Parties shall use all their commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that named as a defendant, defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the SBA makes an objection to consummation of the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Purchaser shall promptly notify the Company of any communication concerning this Agreement and any of the Ancillary Agreements. (b) The Companies shall, or shall cause transactions contemplated hereby from any Governmental Authority and consider in good faith the Target Entities to, give promptly such notice views of the Company and keep the Company reasonably informed of the status of matters related to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consentsAgreement; provided, however, that the Buyer nothing in this Agreement shall have no obligation prevent any Purchaser from responding to give any guarantee or complying with a subpoena or other consideration of legal process required by law or submitting factual information in response to a request therefor. The Company will not take any nature in connection with any such noticeaction, consent or estoppel certificate or consent to any change in the terms of enter into any agreement or arrangement make any commitment that would conflict or interfere in any material respect with the Buyer in its sole discretion may deem adverse Company’s obligations to the interests Purchasers under the Transaction Documents. The Company will comply in all material respects with all laws, rules, regulations, orders and decrees of the Buyer or any Target Entity. (c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action all Governmental Authorities applicable to be taken or transaction to be entered into, that would materially impair the ability of the Buyer to consummate, or would prevent or materially delay, the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (d) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Companies or any of their Affiliates to (i) make, or to cause to be made, any payment to any third party, (ii) commence any Action or (iii) offer to grant any accommodation (financial or otherwise) to any third party, in each case, in order to obtain the consent or approval of such third party under any Contract or otherwise. (e) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreementstransactions contemplated hereby. (f) Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Buyer or the Target Entities, (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Target Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Purchased Interests.