Common use of Consents Clause in Contracts

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting (a) Except for those Consents designated as Nonmaterial Consents on Part 2.10(b), Part 2.10(a) sets forth a complete and accurate list prepared by Seller of all Consents required to consummate the generality of Section 5.3 hereofContemplated Transactions, each including those Consents required to assign the Seller Contracts and the Governmental Permits to the Buyer on the Closing Date ("Material Consents"). If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive in a signed writing the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Material Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) Part 2.10(b) sets forth a full and complete list prepared by Seller of those Consents (other than Material Consents) required to consummate the Contemplated Transactions, including those Consents required to assign the Seller Contracts and the Governmental Permits (to the extent assignable) to the Buyer on the Closing Date ("Nonmaterial Consents"), to which Buyer has consented to designation as a result nonmaterial Consents. If there are any Nonmaterial Consents which have not yet been obtained (or otherwise are not in full force and effect) as of providing the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such benefitsNonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Nonmaterial Contracts"), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto (a) Seller shall use commercially reasonable efforts to obtain all procure the consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries set forth on Schedule 5.3 which have not been obtained or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation waived as of the transactions contemplated by this Agreement date hereof, and the Ancillary Agreements prior Buyer shall reasonably cooperate with Seller in seeking to the Closingobtain such consents, but, in each case, without being obligated to pay any consideration or waive or release any right or privilege to obtain such consent. Each of If the Parties hereto shall make or cause are not able to be made all filings and submissions under Laws applicable to it as may be required for effect the consummation assignment of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request Assets at Closing due to the lack of a required Non-Party consent to transfer the same, then, except as otherwise provided herein, such Assets shall not, and shall not be deemed to be, assigned at Closing. (b) As to any Contract (subject to Section 7.2(c) and Section 7.2(d)), until any such consent is obtained, to the extent permissible under Law and under the terms of such Contract, Seller shall post-Closing (i) continue to perform the liabilities and obligations under or with regard to such Contract, (ii) hold such Contract in connection trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received that are attributable to such Contract and Buyer shall fully indemnify and hold harmless Seller with respect to any costs, claims or liabilities arising thereunder, and (iii) endeavor to mutually agree with Buyer to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such non-assigned Contract had been assigned. If the foregoing arrangements are not permissible under Law or under the terms of the Contract, then the Parties shall use commercially reasonable efforts to take such other actions or put into place such other arrangements as are permissible with regard to the non-assigned Contract so as to provide the Parties with the foregoingsame economic results as would otherwise have resulted. Except Provided, Seller’s obligations under this Section 7.1(b) shall continue only for those consents and approvals set forth so long as Seller holds an interest in Section 7.1(d) any portion of the Disclosure Letter Retained Interests. (c) If the assignment of a Lease, Contract or Section 7.1(dSurface Contract is subject to a consent requirement other than Customary Post-Closing Consents and (i) of this Agreementthe Person holding such consent right is not a Governmental Authority, (ii) the Lease, Contract or Surface Contract does not contain language to the effect that the lessor or counterparty thereto (as applicable) will have the right to terminate the Lease, Contract or Surface Contract if an assignment is made without the consent requirement being satisfied, (iii) the failure to obtain any such consent would not cause the assignment to Buyer to be void or approval pursuant voidable, and (iv) the holder of such consent right has not denied such consent in writing, then such Lease, Contract or Surface Contract shall be assigned to this Section 5.4 Buyer at Closing and following the Closing Seller and Buyer shall continue, for 180 Days, to use of commercially reasonable efforts to obtain the required consent with Buyer lending reasonable assistance. If at the end of such 180-Day period the required consent has not result been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) will be taken with respect to such unobtained consent. (d) If the assignment of a delay Lease, Contract or Surface Contract is subject to a consent requirement other than Customary Post-Closing Consents and (i) the holder of the Closing consent right is a Governmental Authority, (ii) the Lease, Contract or be deemed Surface Contract contains language to the effect that the counterparty will have the right to terminate the Lease, Contract or Surface Contract if an assignment is made without the consent requirement being satisfied, (iii) the failure to obtain such consent would cause the assignment to Buyer to be void or voidable, or (iv) the holder of such consent right has denied such consent in writing (in such case, a failure “Consent Agreement”), then such Consent Agreement shall be excluded from the Assets to satisfy any be assigned and sold to Buyer hereunder and the Base Purchase Price shall be reduced by the Allocated Value of the conditions set forth excluded Consent Agreement. Following the Closing, Seller shall continue to use commercially reasonable efforts to procure such consent within 180 Days following the Closing, with Buyer lending reasonable assistance. If at the end of such 180-Day period the required consent has not been obtained, then the Parties shall discuss in Section 7.1 of this good faith what further mutually agreeable actions (if any) will be taken with respect to such Consent Agreement. If no further action is mutually agreed to between the Parties within 60 Days (following such 180-Day period), the Consent Agreement and any Assets related thereto shall be deemed an Excluded Asset. If during such 180-Day period the required consent is obtained, then Seller shall notify Buyer and Buyer shall purchase, on or approval required before 10 Business Days following receipt of such notice, the Consent Agreement under the terms of this Agreement for a price equal to the Allocated Value of such Consent Agreement. To the extent such Consent Agreement has not been included in connection determining the Adjustments to be made pursuant to Section 2.4, then the Adjustments that are specific to such Consent Agreement shall be calculated and contemporaneous with the assignment or transfer payment of any contract or agreement such Allocated Value there shall be applied as a deduction to such Allocated Value (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect if the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit sum of the WCAS Subs, with downward Adjustments exceeds the WCAS Subs assuming WIN’s sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to such Subsidiary’s obligations, any and all rights Allocated Value (if the sum of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result the upward Adjustments exceeds the sum of providing the downward Adjustments) the net amount resulting from such benefitsAdjustments.

Consents. Without limiting Prior to and after the generality of Section 5.3 hereofDistribution Date, each of Conexant and Mindspeed will, and will cause the parties hereto shall Conexant Subsidiaries and the Mindspeed Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINobtain, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made obtained, all filings and submissions under Laws applicable to it as may be required Consents necessary for the consummation transfer of the transactions all Assets, Subsidiaries and Liabilities contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval be transferred pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoArticle II; provided, however, that WIN none of Conexant (or its Subsidiaries any of the Conexant Subsidiaries) or Mindspeed (or any of the Mindspeed Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the Consent of any other party or parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way impair the rights of any member of the Conexant Group or the Mindspeed Group thereunder. If any such Consent is not obtained or if an attempted assignment would be materially ineffective or would impair any rights of any member of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such rights, then after the Time of Distribution (x) the party contemplated hereunder to assign such Contract or Permit (the "Assigning Party") will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to pay any consideration or offer or grant any financial accommodation) to provide or cause to be provided to the Recipient Party the benefits of any such Contract or Permit and adversely affected the Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (y) the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Consents are obtained, the transfer of the applicable Contract or Permit shall be effected as a result promptly following the Time of providing Distribution as shall be practicable in accordance with the terms of this Agreement. To the extent that any transfers and assumptions contemplated by this Article II shall not have been consummated on or prior to the Time of Distribution, the parties shall cooperate to effect such benefitstransfers as promptly following the Time of Distribution as shall be practicable, it nonetheless being agreed and understood by the parties that no party shall be liable in any manner to any other party for any failure of any of the transfers contemplated by this Article II to be consummated prior to the Time of Distribution.

Consents. Without limiting the generality of (a) If there are any orders, permits, consents, approvals or other authorizations (“Consents”) set forth in Section 5.3 hereof, each 7.4 of the parties hereto shall use commercially reasonable Seller’s Disclosure Schedule that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Transferred Asset as to which such Consents were not obtained (or otherwise not in full force and effect) (the “Restricted Assets”), Purchaser may waive the closing conditions as to any such Consent and elect to have Seller continue its efforts to obtain all consents the Consents. (b) If Purchaser elects to have Seller continue its efforts to obtain any Consents and approvals of all third parties required under Material Contracts the Closing occurs, notwithstanding Section 2.1 and Material IP Agreements (but without Section 3.1 hereof, neither this Agreement nor the Assignment Agreement nor any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with other document related to the consummation of the transactions contemplated by this Agreement shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Assets, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Consent relating to each Restricted Asset as quickly as practicable. Each Pending the obtaining of such Consents relating to any Restricted Asset, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Purchaser the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Asset for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Purchaser of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder) and designed to have the expenses and services related thereto to be performed by Purchaser. Once a Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Asset is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Asset to Purchaser, and Purchaser shall assume the obligations under such Restricted Asset assigned to Purchaser from and after the date of assignment to Purchaser pursuant to a result special-purpose Assignment Agreement substantially similar in terms to those of providing the Assignment Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer, all at no additional cost to Purchaser).

Consents. Without limiting If there are prohibitions against or conditions to the generality contribution and conveyance of Section 5.3 hereof, each one or more of the parties hereto shall use commercially reasonable efforts Conveyed Assets without the prior written consent of third parties, including, without limitation, Governmental Authorities (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation terminate rights of the transactions contemplated by party to whom the applicable assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the Conveyed Assets (herein called a "Restriction"), then any provision contained in this Agreement and the Ancillary Agreements prior to the Closingcontrary notwithstanding, the transfer of title to or interest in each such portion of the Conveyed Assets (herein called the "Restriction Asset") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Closing Date, without further action on the part of any party to this Agreement. Each of the Parties hereto shall make or cause applicable parties to be made all filings and submissions under Laws this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to it any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the Conveyed Assets as may a "Restriction Asset" shall not be required construed as an admission that any Restriction exists with respect to the transfer of such portion of the Conveyed Assets. In the event that any Restriction Asset exists, the applicable party agrees to continue to hold such Restriction Asset in trust for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the exclusive benefit of the WCAS Subs, applicable party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other party with the WCAS Subs assuming WIN’s benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such Subsidiary’s obligationsother action as it may deem necessary, any in order to ensure that the applicable party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable party to operate such Restriction Asset in all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected material respects as a result of providing such benefitsit was operated prior to the Closing Date.

Consents. Without limiting Prior to and after the generality Time of Section 5.3 hereofDistribution, each of Conexant and Washington will, and will cause the parties hereto shall Conexant Subsidiaries and the Washington Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINobtain, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made obtained, all filings and submissions under Laws applicable to it as may be required Consents necessary for the consummation transfer of the transactions all Assets, Subsidiaries and Liabilities contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval be transferred pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoArticle II; provided, however, that WIN none of Conexant (or its Subsidiaries any of the Conexant Subsidiaries) or Washington (or any of the Washington Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the Consent of any other party or parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way impair the rights of any member of the Conexant Group or the Washington Group thereunder. If any such Consent is not obtained or if an attempted assignment would be materially ineffective or would impair any rights of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such rights, then (x) the party contemplated hereunder to assign such Contract or Permit (the "Assigning Party") will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to pay any consideration or offer or grant any financial accommodation) to provide or cause to be provided to the Recipient Party the benefits of any such Contract or Permit and adversely affected the Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (y) to the extent that the Recipient Party receives the benefits of such Contract or Permit, the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Consents are obtained, the transfer of the applicable Contract or Permit shall be effected as a result promptly following the Time of providing Distribution as shall be practicable in accordance with the terms of this Agreement. To the extent that any transfers and assumptions contemplated by this Article II shall not have been consummated on or prior to the Time of Distribution, the parties shall cooperate to effect such benefitstransfers as promptly following the Time of Distribution as shall be practicable.

Consents. Without limiting (a) Each Buyer and Seller shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the generality of Section 5.3 hereoftransactions contemplated by this Agreement as promptly as practicable, each (ii) obtain the Required Consents and cause the assumption of the parties hereto Assumed Liabilities at the applicable Closing without further Liability to Seller or any of its affiliates and (iii) obtain from any Governmental Authority any consents, licenses, Permits, waivers, clearances, approvals, authorizations or orders required to be obtained by any Buyer or Seller or any of their respective subsidiaries, or avoid any action or proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. Each Buyer and Seller shall, and shall cause their respective affiliates to, furnish to the other party all information necessary for any such application or other filing to be made in connection with the transactions contemplated by this Agreement. Each Buyer and Seller shall promptly inform the other of any material communication with (including all meetings and telephone calls), and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. In furtherance of the foregoing, as soon as reasonably practicable after the date of this Agreement, Buyers and Seller shall jointly (x) notify the United States Federal Trade Commission (“FTC”) of the transactions contemplated by this Agreement and (y) seek to schedule a joint meeting with the FTC to discuss the transactions contemplated by this Agreement and the Related Agreements. Each Buyer and Seller shall use commercially its reasonable best efforts to promptly comply with any inquiry or request for additional information from the FTC regarding the transactions contemplated by this Agreement. (b) Buyers and Seller shall give (or shall cause their respective subsidiaries to give) any notices to third parties, and use, and cause their respective subsidiaries to use, reasonable best efforts to obtain all any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided, however, that Buyers and Seller shall coordinate and cooperate in determining whether any such actions, notices, consents, approvals of all third parties or waivers are required under Material Contracts and Material IP Agreements (to be given or obtained. Notwithstanding anything contained herein to the contrary, but without limiting the provisions of Section 2.3(c), Seller shall use its reasonable best efforts to obtain the Required Consents and Landlord Estoppel Certificates prior to the 60th day after the date hereof, provided that, (i) neither Seller nor any Buyer shall be required to make any payment to any third party (other than customary attorneys’ fees and filing fees) or agree to any limitation on the conduct of money its business, in order to obtain any such Required Consents or Landlord Estoppel Certificate and (ii) no Buyer shall pre-exercise, or allow or permit any pre-exercise of, any options under any of the Leases prior to the applicable Closing. In no event shall any Buyer or an affiliate thereof enter into a lease or other occupancy agreement for any of the property which is the subject of the Leases for a period of one (1) year following the date of this Agreement in the event that a Buyer does not take assignment or sublease of such a Lease. (c) Each of Seller and Buyers shall promptly notify the other in writing of any pending or, to the Knowledge of Seller or Buyers (as the case may be), threatened Action by WIN, its Subsidiaries any Governmental Authority or Affiliatesany other Person (i) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary challenging or seeking damages in connection with the transactions contemplated by this Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or otherwise limit in any material respect the right of a Buyer or any affiliate of such Buyer to own or operate all or any portion of the Business or the Purchased Assets. Each party shall give the other the opportunity to consult regarding the defense or settlement of any such Action and the Ancillary Agreements prior shall consider such other party’s views with respect to such Action. Neither Seller nor Parent shall be allowed to settle any Action to the Closing. Each extent it would have any material or adverse binding effect on any Buyer or the Stores or Purchased Assets after the applicable Closing Date without the prior written consent of such Buyer. (d) If (i) the Parties hereto shall make or cause FTC advises either party that it objects to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and herein, or if the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals conditions to Closing set forth in Section 7.1(dSections 7.4 and 8.4 cannot be satisfied (without a waiver thereof by the applicable party), (ii) such objections have not been addressed to the FTC’s satisfaction or such conditions have not been satisfied, in each case by the 60th day after the date hereof, and (iii) in the reasonable judgment of Buyers, such objections may be addressed to the Disclosure Letter FTC’s satisfaction or Section 7.1(d) of this Agreement, such conditions may be satisfied in each case by excluding a particular Store or Stores from the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed Stores to be purchased at the Transition Date Closings, then Buyers or Seller may elect, by written notice to the other delivered on or prior to the 60th day after the date hereof, to delay the purchase of such Store or Stores (other than a failure to satisfy any of Required Store) and the related Carved-Out Assets and Carved-Out Liabilities until (and, unless waived in writing by Buyers, only if) the parties determine in good faith that the FTC’s objections have been addressed or such conditions have been satisfied; provided, that no such election may be made by Seller or Buyers if such election would cause the conditions set forth in Section 7.1 7.6 or Section 8.11 to fail to be satisfied. If the purchase of a Store or Stores is delayed in accordance with the foregoing provisions of this Agreement. If any consent or approval required in connection with Section 6.3(d), the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedparties shall, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Section 6.3 and until the Cutoff Date, continue to use reasonable best efforts to address the FTC’s objections for such Store and cause such conditions to be satisfied. If, and to the extent that, the FTC advises the parties that its objections to the purchase of any Store excluded in accordance with the foregoing provisions of Section 6.3(d) have been addressed, or if such conditions shall otherwise be satisfied, in each case after the 60th day after the date hereof, but prior to the Cutoff Date or, prior to the Cutoff Date, Buyers provide written notice that they are electing to cease exclusion of such Store in accordance with this Section 6.3(d), then such Store, and the related Carved-Out Assets and Carved-Out Liabilities, shall, subject to the other requirements of this Agreement, including sub-contractingbe transferred at a Subsequent Closing. Except as provided in the immediately preceding sentence, sub-licensingnothing in this Section 6.3 or otherwise will require, or sub-leasing be deemed to require, Buyers or any of their affiliates or owners to agree to (A) sell or divest any assets (including the WCAS Subs Purchased Assets), businesses or interest of any Buyer or any of its affiliates or owners, (B) hold separate, discontinue or limit assets (including the Purchased Assets), businesses or interest of any Buyer or any of its affiliates or owners, (C) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests that would adversely impact the business of any Buyer or its affiliates or owners or the Division Subsidiariestransactions contemplated by this Agreement, or under which WIN and its Subsidiaries would enforce for the benefit (D) any material modification or waiver of the WCAS Subs, with the WCAS Subs assuming WIN’s any term or such Subsidiary’s obligations, any and all rights condition of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsthis Agreement.

Consents. Without limiting Nothing in this Agreement shall be construed as an attempt by Sellers to assign any Non-Assignable Contract without the generality of Section 5.3 hereofnecessary notice to or consent, each authorization or approval of the other party or parties hereto shall thereto. Sellers shall, during the remaining term of each Non-Assignable Contract, use commercially reasonable efforts to (a) obtain the consent of the applicable third party, (b) to the extent not prohibited by such Non-Assignable Contract, make the benefits of each such Non-Assignable Contracts available to Purchaser following the Closing so long as Purchaser fully cooperates with Sellers, promptly reimburses Sellers for all payments made by Sellers in connection therewith and fully performs when due all obligation of any Seller thereunder in accordance with the terms of such Non-Assignable Contract, and (c) enforce following the Closing, at the request of Purchaser and at the expense and for the account of Purchaser, any right of Sellers arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to terminate any such Non-Assignable Contract in accordance with the terms thereof). Sellers acknowledge and agree that for purposes of obtaining the consents and approvals of all the applicable third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with to the consummation assignment of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto Non-Assignable Contracts, it shall make or cause to be made all filings and submissions under Laws applicable to it as may be required deemed commercially reasonable for the consummation of applicable Seller to remain liable for its obligations under a Non-Assignable Contract if Purchaser has used its commercially reasonable efforts to assist Seller in getting released from such liability, but notwithstanding such efforts the transactions contemplated by this Agreement applicable third party will not agree to such release. As between Sellers and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this AgreementPurchaser, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or Purchaser will be deemed to be a failure have assumed Sellers’ performance of obligations for any such Non-Assignable Contract as an Assumed Liability provided Sellers have made the benefits of such Non-Assignable Contract available to satisfy Purchaser. With respect to any of such Non-Assignable Contract as to which the conditions set forth in Section 7.1 of this Agreement. If any necessary approval or consent or approval required in connection with for the assignment or transfer of any contract to Purchaser is obtained following the Closing, at such time as consent or agreement (including any such contract or agreement referred in Section 2.2(c)) is not approval has been obtained, the related Assigned Contract shall be assigned or would be ineffective, violate transferred to Purchaser automatically without any applicable Law other conveyance or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsother action by Purchaser.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto (a) Seller shall use commercially reasonable efforts to obtain all necessary consents and from Third Parties prior to Closing (other than approvals of all third parties required under Material Contracts and Material IP Agreements (but without from any payment of money by WIN, its Subsidiaries or AffiliatesGovernmental Authority that are customarily obtained after Closing) and all material licensesPurchaser shall assist Seller with such efforts. To the extent such consents are not obtained prior to Closing and would, permitsas a result of the failure to obtain such consent, authorizations and approvals of all Governmental Entities necessary in connection either give rise to a claim for damages, invalidate (or give rise to a right to invalidate) a transfer or under a reasonable prudent operator standard operate to interfere materially with the consummation operation, ownership, value or use of the transactions contemplated by this Agreement Assets (a “Material Consent”), then such failure shall constitute a Title Defect as to that portion of the Assets affected thereby and the Ancillary Agreements Title Defect Value for the affected portion of the Assets shall be agreed to by the Parties or otherwise determined by an Independent Expert. In all other cases, such unobtainable consents shall not constitute Title Defects. In the event a Material Consent cannot be obtained by Seller, the Parties shall work together in a good faith effort to arrive at a mutually acceptable resolution prior to Closing. (b) If at or before Closing a Material Consent has not been obtained and the ClosingParties have not otherwise agreed upon a mutually acceptable adjustment to the Purchase Price or other resolution, Purchaser shall have the right to elect to have the affected Asset excluded from the sale hereunder, to deem each such Asset an Excluded Asset and, subject to the provisions of Section 3.04(d), to have the Purchase Price reduced by an amount equal to any undisputed portion of the value of the affected Asset. Each Thereafter, subject to Section 3.04(d), upon agreement of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement Title Defect Value, then any difference between such agreed upon Title Defect Value and the Ancillary Agreementsadjustment to the Purchase Price made at Closing, as provided above, shall by paid by Seller to Purchaser. Each WCAS Sub and WIN shall coordinate and cooperate with each The foregoing notwithstanding, if such Material Consent is acquired from the Third Party within ninety (90) days after the Closing, then subject to the other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) provisions of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or such Asset will no longer be deemed an Excluded Asset and instead will be promptly sold or conveyed by Seller to be a failure Purchaser hereunder for the Allocated Value of such Asset subject to satisfy any of the conditions set forth in Section 7.1 of Purchase Price adjustments allowed by this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting (a) Seller shall use Best Efforts to obtain on or about the generality of Section 5.3 hereof, each Closing the Material Consents from the co-contractant for the assignment of the parties hereto relevant Assumed Contract from Seller to Buyer in the context of the Contemplated Transactions. If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assumed Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and Seller shall use commercially reasonable continue its efforts to obtain all consents the Material Consents. If Closing occurs, notwithstanding Sections 2.1 and approvals of all third parties required under Material Contracts and Material IP Agreements (but without 2.4, neither this Agreement nor any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the corresponding Restricted Material Contract, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each such Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Material Consent for the sale, howeverassignment, that WIN assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) For those Consents not listed on Schedule 6.3 and necessary for the assignment and transfer of any Assumed Contracts to Buyer (the “Nonmaterial Consents”), the parties shall following the Closing, use Best Efforts, and cooperate with each other, to obtain the Nonmaterial Consents as quickly as practicable. Pending the obtaining of such Nonmaterial Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the specific underlying Assumed Contract for its term (or its Subsidiaries any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Nonmaterial Consent for the sale, assignment, assumption, transfer, conveyance and delivery of an Assumed Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as a result deliver such Nonmaterial Contract to Buyer, and Buyer shall assume the obligations under such Assumed Contract assigned to Buyer from and after the date of providing such benefitsassignment to Buyer.

Consents. Without limiting (a) Subject to the generality terms and conditions herein provided, OSI and LRC shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act, (b) use reasonable efforts to cooperate with one another in (i) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from any other Governmental Entity or any third party in connection with the execution and delivery of Section 5.3 hereof, each this Agreement and the consummation of the parties hereto transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, and (c) use reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as possible, including, without limitation, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby. OSI shall use commercially all reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesdescribed in Section 2.3(a) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements OSI Disclosure Letter prior to the Closing. Each of the Parties hereto , and LRC shall make or cause use all reasonable efforts to be made obtain all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth described in Section 7.1(d3.3(a) of the LRC Disclosure Letter or Section 7.1(dprior to the Closing. (b) of Notwithstanding anything to the contrary in this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy (i) neither LRC nor any of the conditions set forth in Section 7.1 it subsidiaries shall be required to divest any of this Agreement. If their respective businesses, product lines or assets, or to take or agree to take any consent other action or approval required in connection agree to any limitation, that could reasonably be expected to have a Material Adverse Effect on LRC or on LRC combined with the assignment Surviving Corporation after the Effective Time, and (ii) neither OSI nor any of its subsidiaries shall be required to divest any of their respective businesses, product lines or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedassets, or would be ineffective, violate to take or agree to take any applicable Law other action or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing agree to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, howeverlimitation, that WIN or its Subsidiaries shall not could reasonably be materially and adversely affected as expected to have a result of providing such benefitsMaterial Adverse Effect on OSI.

Consents. Without limiting the generality of Section 5.3 hereof, each If there are any Consents that have not yet been obtained or otherwise are not in full force and effect as of the parties hereto shall use commercially reasonable Closing which are required with respect to the assignment of any Acquired Contract, in the case of each Acquired Contract as to which such Consent was not obtained (or otherwise is not in full force and effect) (the “Restricted Acquired Contracts”), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue to exercise its best efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements the Consent; or (but without any payment of money by WIN, its Subsidiaries or Affiliatesii) elect to have Seller retain that Restricted Acquired Contract and all material licensesLiabilities and revenues arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Consent and the Closing occurs, permitsnotwithstanding anything in this Agreement which could be construed to the contrary, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with the consummation Assumption Agreement nor any other Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the transactions contemplated by this Agreement Restricted Acquired Contracts, and the Ancillary Agreements prior to following the Closing. Each of , the Parties hereto shall make or cause use best efforts, and cooperate with each other, to be made all filings and submissions under Laws applicable obtain the Consent relating to it each Restricted Acquired Contract as may be required for quickly as practicable. Pending the consummation obtaining of such Consents relating to any Restricted Acquired Contracts, the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN Parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure lawful arrangements designed to obtain any consent or approval pursuant provide to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain Buyer the benefits and assume the obligations thereunder in accordance with this Agreementof use of each Restricted Acquired Contract for its term (or any right or benefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder), howeverprovided that Buyer assumes performance under and enforcement of such Restricted Acquired Contracts or pays, that WIN or its Subsidiaries reimburses Seller for, all reasonable costs and expenses incurred in connection with the continued performance under or enforcement of such Restricted Acquired Contract. Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Required Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Acquired Contract to Buyer, and Buyer shall assume the obligations under such Restricted Acquired Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Assignment and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting (a) Schedule 2.7 sets forth the generality third party consents necessary for the assignment and transfer of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts Seller Contracts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries Buyer or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities otherwise necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by in this Agreement and the Ancillary AgreementsRelated Documents, including whether such consent is material (each, a “Material Consent”) or non-material (each, a “Nonmaterial Consent”). Each WCAS Sub If any of the Material Consents or Nonmaterial Consents have not yet been obtained (or otherwise are not in full force and WIN effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents or Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer (in its sole discretion) may waive the closing conditions as to any such Material Consent or Nonmaterial Consents and either: (i) elect to have Seller continue its efforts to obtain the Material Consents and Nonmaterial Consents; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment Agreement nor any other document related to the consummation of the Transactions shall coordinate constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, the parties shall use their best efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Contract requiring Material Consent, and at Buyer’s request the Nonmaterial Consent to each Restricted Contract requiring a Nonmaterial Consent, as quickly as practicable. Pending the obtaining of such Material Consents or Nonmaterial Consent (as the case may be) relating to any Restricted Contract, the parties shall cooperate with each other in exchanging such information any reasonable and assistance lawful arrangements designed to provide to Buyer the benefits of use as any well as all obligations of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing benefit or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementobligation arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Material Consent or Nonmaterial Consent (as the case may be) for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment agreement substantially similar in terms to those of providing the Assignment Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer).

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements All Consents (but without any payment of money by WIN, its Subsidiaries or Affiliatesi) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary listed in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(dSECTION 6.1(c) of the Disclosure Letter or Section 7.1(dSchedule, (ii) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval that are required in connection with the assignment or transfer Lease, (iii) that pertain to the conversion of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect certain of the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder Acquired Companies in accordance with Section 5.6, and (iv) relating to healthcare Permits (including Medicare and Medicaid provider agreements) shall have been obtained and shall (to the extent required) contemplate and permit the Lease; provided if, using commercial reasonable efforts, CLJ is unable to obtain one or more of the Consents referenced on SECTION 6.1(c) of the Disclosure Schedule for CCC Boynton, Lexington at Country Place or Lafayette at Country Place (A) the Purchase Price shall be reduced by the relevant Consent Reduction Amount, (B) the relevant CSL Subsidiary and Community shall be deleted from the definitions of Communities, Properties, CSL Subsidiaries and from the description of the Assets and (C) the Acquired Companies shall be relieved from and indemnified against any liabilities of CCC Boynton or CCC of Kentucky, Inc., as the case may be, on terms acceptable to SNH, whereupon the conditions of obtaining those Consents (subject to the provisions of SECTION 2.6) is deemed waived. To the extent modifications to the Lease are reasonably required to obtain any Consent required pursuant to this Agreement, including sub-contracting, sub-licensing, or sub-leasing so long as such modifications do not (taking into account the plan of SNH to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected spin off Tenant as a result separate public company) affect the qualification of providing SNH or any Subsidiary of SNH as a "real estate investment trust" or a "qualified REIT subsidiary", as the case may be, under the Code, SNH will not, and will cause Tenant not to, unreasonably decline to make such benefitsmodifications.

Consents. Without limiting (a) Each party will give any notices to third parties, and shall obtain any third party consents, waivers or approvals that may be required in connection with the generality of Section 5.3 hereofmatters referred to in this Agreement above and that are reasonably necessary to implement this Agreement. Each party shall assist and cooperate with the other party in seeking and obtaining consents (it being understood and agreed that the obligations to assist and cooperate does not require or otherwise obligate Purchaser to contribute to or pay any third party fees required in connection with obtaining any such consents, each waiver or approvals). (b) Each of the parties hereto will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any such consents needed to assign the Purchased Assets and Assumed Liabilities or consummate the transactions contemplated by this Agreement. (c) If any consent for a Transferred Contract pursuant to which consent is required hereby, other than a Material Agreement, shall not have been obtained, and Purchaser waives the condition in Section 7.4(d) hereof relating to such consent and the Closing occurs, then, in addition to its obligations pursuant to Section 3.3 hereof, Seller hereby agrees that: (i) such agreement shall not be treated as a Transferred Contract for any purpose hereunder (a “Non-Transferred Contract”) until such time, if any, as the consent is obtained pursuant to subsection (ii) below; (ii) at Purchaser’s request, Seller shall use its commercially reasonable efforts to obtain all such consents, in a form and substance reasonably acceptable to Purchaser, that are necessary to effect the valid transfer from Seller to Purchaser of, and vest in Purchaser valid title or rights in and to, the Non-Transferred Agreements; and, (iii) upon the receipt of any such consents under any Non-Transferred Contract after the Closing Date and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(dfirst (1st) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay anniversary of the Closing or Date, such Non-Transferred Agreement shall be transferred and assigned to Purchaser, and thereafter deemed to be a failure to satisfy Transferred Contract for purposes of this Agreement and any applicable Ancillary Agreements, effective as of the conditions set forth in Section 7.1 date of this Agreement. If any consent such consent, waiver, approval or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsauthorization.

Consents. Without limiting (a) Notwithstanding any provision herein to the generality contrary, there shall be excluded from the transactions contemplated by this Agreement any Purchased Asset that is not assignable or transferable without the consent of Section 5.3 hereofany Person other than Seller or any Affiliate of Seller or Purchaser, to the extent that such consent shall not have been obtained prior to the Closing; provided, however, that each of Seller and Purchaser shall have the parties hereto shall continuing obligation after the Closing to use commercially reasonable efforts to obtain all necessary consents to the assignment or transfer thereof (to the extent assignable or transferrable under applicable Law), it being understood that neither Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent. Upon obtaining the requisite third-party consent thereto, such Purchased Asset shall promptly be transferred and approvals assigned to Purchaser hereunder. In the event that Seller’s commercially reasonable efforts to obtain all necessary consents to any assignment or transfer are insufficient to obtain such consent, Seller shall have no liability for such failure to obtain such consent. (b) Notwithstanding anything herein to the contrary, with respect to any Purchased Asset that is not assigned or transferred to Purchaser at the Closing by reason of Section 2.03(a), after the Closing and until any requisite consent is obtained therefor and the same is transferred and assigned to Purchaser, the Parties shall cooperate with each other, upon the written request of Purchaser, in endeavoring to obtain for Purchaser, at no cost to Seller, an arrangement with respect thereto to provide for Purchaser substantially comparable benefits therein, and Purchaser agrees to indemnify Seller in respect of all third parties required under Material Contracts and Material IP Agreements Liabilities of Seller in respect of any such arrangement or its retention of any such Purchased Asset. (but without any payment of money by WIN, its Subsidiaries or Affiliatesc) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for from third parties in connection with the consummation Purchased Assets and that such consents have not been and may not be obtained. Except as otherwise provided in clauses (a) and (b) in this Section 2.03, Purchaser agrees that Seller shall have no liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any or because of the parties hereto may reasonably request in connection with default under, or acceleration or termination of, any Transferred Real Property Lease, Transferred Contract or Transferred Permit as a result thereof. Purchaser further agrees that (i) no condition to Purchaser’s obligations to close the foregoing. Except for those consents and approvals set forth in transactions contemplated by Section 7.1(d7.01 shall be deemed not satisfied solely as a result of (A) the failure to obtain any such consent or as a result of the Disclosure Letter any such default, acceleration or Section 7.1(dtermination or (B) any Action, commenced or threatened by or on behalf of this Agreementany Person, arising out of or relating to the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract default, acceleration or agreement referred in Section 2.2(c)termination and (ii) is not obtained, no representation or would warranty of Seller contained herein shall be ineffective, violate any applicable Law breached or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected deemed breached solely as a result of providing (A) the failure to obtain any consent or as a result of any default, acceleration or termination relating to any Transferred Contract included on Section 3.02(a)(iii) of the Disclosure Schedule or (B) any Action, commenced or threatened by or on behalf of any Person, arising out of or relating to the failure to obtain any consent or any default, acceleration or termination in respect of any such benefitsTransferred Contract.

Consents. Without limiting the generality (a) Each of Section 5.3 hereof, each of the parties hereto SPPR and Western shall use commercially reasonable best efforts to obtain all consents the Consents listed on Schedule 3.4 at its sole cost and approvals expense, and, upon receipt of all third parties required under Material Contracts such Consents, shall, if necessary, execute an assignment and Material IP Agreements assumption agreement with customary terms. (but without b) If and to the extent that the valid, complete and perfected transfer or assignment of any payment of money by WIN, its Subsidiaries or AffiliatesContributed Asset (including any Contract) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation as part of the transactions contemplated contribution of the Contributed Assets to the Partnership would be a violation of applicable Law, or require any Consent that has not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of that Contributed Asset shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Contributed Asset shall continue to constitute Contributed Assets for all other purposes of this Agreement and Agreement. (c) If any transfer or assignment of any Contributed Asset intended to be transferred or assigned hereunder, as the Ancillary Agreements case may be, is not consummated at or prior to the Closing. Each , whether as a result of the Parties hereto provisions of Section 5.11(b) or for any other reason, then, insofar as reasonably possible, Western or its applicable Subsidiary retaining such Contributed Asset shall make or cause to be made all filings and submissions under Laws applicable to it as may be required thereafter hold such Contributed Asset for the consummation use, benefit and/or burden of the transactions contemplated by this Agreement Partnership (at the expense of SPPR and Western and for the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any account of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(dPartnership) of the Disclosure Letter until such time as such transfer or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or assignment can be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretocompleted; provided, however, that WIN Western or its Subsidiaries applicable Subsidiary shall hold such Contributed Asset for the use, benefit and/or burden of the Partnership at Western’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, Western or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Contributed Asset in the ordinary course of business in accordance with past practice and take such other actions as may be materially reasonably requested by the Partnership in order to place the Partnership in a substantially similar position as if such Contributed Asset had been transferred or assigned as contemplated hereby and adversely affected so that all the benefits and burdens relating to such Contributed Asset, as a result the case may be, including use, risk of providing loss, potential for gain, and dominion, control and command over such benefitsContributed Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to the Partnership.

Consents. Without Each Party shall use its Commercially Reasonable Efforts to cause the transactions contemplated by this Purchase Agreement to be consummated and, without limiting the generality of Section 5.3 hereofthe foregoing, each of the parties hereto shall use commercially reasonable efforts to obtain make all consents filings with and approvals of give all third parties notices to, Governmental Authorities and other Third Parties that may be necessary or reasonably required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement Purchase Agreement; provided, however, notwithstanding any other provision of this Purchase Agreement, it shall be (i) Seller’s sole responsibility and Seller shall use its Commercially Reasonable Efforts to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Material Contract or the Ancillary Agreements prior Settlement Agreements, (ii) except as provided below with respect to the Closing. Each certain Non-Fee Properties, Buyer’s sole responsibility to obtain all consents, authorizations, and approvals of or by, and to make all filings with or notices to, Third Parties which may be necessary or reasonably required in order for Buyer to obtain rights to any Non-Fee Property and (iii) except as otherwise provided in this Purchase Agreement, including Section 6.3(i) regarding expiration or termination of the Parties hereto HSR Act waiting period, Buyer shall use its Commercially Reasonable Efforts to obtain all consents, authorizations, and approvals of or by, and to make or cause to be made all filings and submissions under Laws applicable with or notices to, Governmental Authorities to it as may be required for the consummation of consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Purchase Agreement. If any consent there are prohibitions against, or approval required in connection with conditions to, the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedEasement, or would be ineffective, violate any applicable Law or would adversely affect without the rights prior written consent of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected Third Parties either as a result of providing the provisions thereof or the requirements of Applicable Law, and such benefitswritten consents have not been obtained on or prior to the Closing Date, then (i) any provision contained in this Purchase Agreement to the contrary notwithstanding, the transfer of title to, or interest in, such Easement shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Easement or violating any Law) provide Buyer with the equivalent benefits of the Easement, by subcontract, sublease or otherwise, on the condition that Buyer shall cooperate and assist in such efforts and shall bear all economic burdens and obligations and liabilities of Seller regarding such period under such Easement, notwithstanding the fact that the same has not been transferred to Buyer. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by Law, the assignment of such Easement shall become effective automatically as of the Closing Date, without further action on the part of Buyer or Seller and without the payment of further consideration.

Consents. Without limiting the generality of Section 5.3 hereof(i) Each Group Member shall have received all governmental, each of the parties hereto shall use commercially reasonable efforts to obtain all member, partner and third party consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those Agreement, which consents and approvals set forth are in Section 7.1(dfull force and effect, (ii) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Disclosure Letter or Section 7.1(d) of transactions contemplated by this Agreement, and (iii) there is no pending, or to the failure knowledge of Parent and the Borrower, threatened, action, suit, investigation or proceeding that could reasonably be expected to obtain impose materially adverse conditions, or which could reasonably be expected to have a material adverse effect upon the ability of any consent Group Member to consummate the transactions contemplated by this Agreement. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or approval accepted or to be satisfied with, each document or other matter required under this Section 5.1 to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 5.4 5.1 by and on behalf of the Borrower or any of other Loan Party shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The obligations of the Lenders to make Revolving Loans, the Swing Line Lender to make Swing Line Loans, and of each Issuing Lender to issue Letters of Credit hereunder shall not result become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.1) at or prior to 1:00 p.m., Central time, on June 30, 2013 (and, in a delay the event such conditions are not so satisfied or waived, the Total Revolving Commitments shall terminate at such time). The Administrative Agent shall notify the Borrower and the Lenders of the Closing or Date, and such notice shall be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN conclusive and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsbinding.

Consents. Without limiting Notwithstanding anything to the generality of Section 5.3 hereofcontrary contained in this Agreement, each this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, Contract, license or Permit of the parties hereto shall use commercially reasonable efforts Cemex Business or the RMUSA Business which would otherwise be a Transferred Asset but which is not permitted to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary be assigned in connection with the consummation a transaction of the transactions type contemplated by this Agreement (collectively, the "Unassigned Contracts"). To the extent permitted under the terms of each Unassigned Contract, the beneficial interest in and the Ancillary Agreements prior to each Unassigned Contract shall in any event pass to Company at the Closing. Each , and each of Cemex and RMUSA, as the case may be, covenants and agrees to cooperate with Company in any lawful and economically reasonable arrangement to provide Company with Cemex's or RMUSA's, as the case may be, entire interest in the benefits under each of the Parties hereto Unassigned Contracts. Cemex or RMUSA, as the case may be, shall make exercise or cause exploit its rights and options under all such Unassigned Contracts referred to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto4.4 only as reasonably directed by Company; provided, howeverthat Company shall be responsible for any liability incurred by Cemex or RMUSA, as the case may be, pursuant to such direction and, provided, further, that WIN or its Subsidiaries Company shall not direct Cemex or RMUSA, as the case may be, not to attempt to obtain a Required Contractual Consent for an Unassigned Contract. If Company receives an economic benefit under an Unassigned Contract, Company shall accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Cemex or RMUSA, as the case may be, to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Unassigned Contract had been transferred to Company at the Contribution. Furthermore, if the other party(ies) to an Unassigned Contract subsequently Consent to the assignment of such Contract to Company, Company shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Unassigned Contract shall be materially deemed a Transferred Asset, without the payment of further consideration, and adversely affected as a result of providing such benefitsthe obligations so assumed thereunder shall be deemed Assumed Liabilities.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto (a) Seller shall use commercially reasonable efforts to obtain procure all consents required to assign and approvals transfer the Assets from Seller to Buyer (including the Specified Consent), and Buyer shall reasonably cooperate with Seller in seeking to obtain such consents, but, in each case, except as otherwise agreed, (x) without being obligated to pay any consideration or waive or release any material right or privilege to obtain such consent and (y) without giving rise to or imposing any Buyer Incremental Cost. If the Parties are not able to effect the assignment of any of the Assets at Closing due to the lack of a required Non-Party consent to transfer the same, then, except as otherwise provided herein, such Assets shall not be deemed assigned at Closing; provided, however, that for up to 180 Days after Closing, Seller shall use commercially reasonable efforts to institute alternative arrangements, as mutually agreed with Buyer, intended to put the Parties in substantially the same economic position as if such non-assigned Asset (other than the Contract subject to the Specified Consent) had been assigned. If at the end of such 180 Day period the required consent has not been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) will be taken with respect to such Asset (other than the Contract subject to the Specified Consent). (b) As to any Contract for which consent is required, subject to Sections 8.7(c), (d) and (e), until any such consent is obtained, to the extent permissible under Law and under the terms of such Contract, Seller shall use commercially reasonable efforts post-Closing: (i) to continue to perform at the reasonable direction of and for the benefit of Buyer the liabilities and obligations under or with regard to such Contract and enforce at the reasonable direction of and for the benefit of Buyer any and all third parties claims, rights and benefits under such Contract, and (ii) hold such Contract in trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received that are attributable to such Asset. Subject to compliance with the prior sentence, Buyer shall promptly reimburse Seller for, and shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against, any and all Claims incurred by Seller or any member of the Seller Group in connection with any action taken by Seller pursuant to the preceding sentence, IN EACH CASE, REGARDLESS OF THE SOLE, PARTIAL, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OR RESPONSIBILITY OF ANY MEMBER OF THE SELLER GROUP. If the foregoing arrangements are not permissible under Law or under the terms of the Contract, then the Parties shall use commercially reasonable efforts to take such other actions or put into place such other arrangements as are permissible with regard to the non-assigned Contract so as to provide the Parties with the same economic results as would otherwise have resulted. (c) If the assignment of a Lease or Contract is subject to a consent requirement and (i) the Person holding such Consent right is not a Governmental Authority, (ii) the Lease or Contract (other than the Contract subject to the Specified Consent) does not contain language to the effect that the lessor or counterparty thereto (as applicable) will have the right to terminate the Lease or Contract if an assignment is made without the consent requirement being satisfied, and (iii) the failure to obtain such consent would not cause the assignment to Buyer to be void or violate the applicable Lease or Contract, then, in each case, such Lease or Contract (other than the Contract subject to the Specified Consent) shall be assigned to Buyer at Closing and following the Closing Seller and Buyer shall continue the use of commercially reasonable efforts to obtain the required under Material Contracts and Material IP Agreements consent (but without giving rise to or imposing any payment of money by WIN, its Subsidiaries or AffiliatesBuyer Incremental Cost) and all material licensesBuyer shall have no claim against, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto Seller shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreementhave no Liability for, the failure to obtain any such consent. (d) If the assignment of a Lease or Contract (other than the Contract subject to the Specified Consent) is subject to a consent requirement and (i) the Person holding such Consent right is a Governmental Authority, (ii) the Lease or approval Contract contains language to the effect that the lessor will have the right to terminate the Lease or Contract if an assignment is made without the consent requirement being satisfied, or (iii) the failure to obtain such consent would cause the assignment to Buyer to be void or violate the applicable Lease or Contract, and the required consent is not obtained by the Closing (in such case, a “Consent Agreement”), then, in each case, such Consent Agreement shall be excluded from the Assets to be assigned and sold to Buyer hereunder and the Base Purchase Price shall be reduced by the Allocated Value of the excluded Consent Agreement, if any. Following the Closing, Seller shall continue to use commercially reasonable efforts to procure such consent within 180 Days following the Closing, with Buyer lending reasonable assistance (but without giving rise to or imposing any Buyer Incremental Cost). If at the end of such 180-Day period the required consent has not been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) will be taken with respect to such Consent Agreement. If during such 180 Day period the required consent is obtained, then Seller shall notify Buyer and Buyer shall purchase, on or before 10 Business Days following receipt of such notice, the Consent Agreement under the terms of this Agreement for a price equal to the Allocated Value of such Consent Agreement, if any. To the extent such Consent Agreement has not been included in determining the Adjustments to be made pursuant to Section 2.5 (excluding Section 2.5(b)(vi)), then any Adjustments that are specific to such Consent Agreement shall be calculated and contemporaneous with the payment of any such Allocated Value there shall be applied as a deduction to such Allocated Value (if the sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to such Allocated Value (if the sum of the upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such Adjustments. (e) Notwithstanding anything in this Section 5.4 8.7 to the contrary, if the Specified Consent is not obtained prior to Closing, then the Assets subject to such Specified Consent shall become Excluded Assets and the Base Purchase Price shall be reduced by the Allocated Value of such Assets in accordance with Section 2.5(b)(vi). (f) Notwithstanding anything to the contrary, the failure to obtain any required consent for the assignment of a Lease to Buyer shall not result in constitute a delay Title Defect. (g) Solely for purposes of the Closing or this Section 8.7, Contracts shall be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsinclude Surface Contracts.

Consents. (a) The Contractor must: (i) obtain all Contractor Consents and maintain all such Consents including entering into legal agreements necessary for the grant of such Consents; (ii) use its best endeavours to assist the Crown to obtain all Crown Consents; (iii) be responsible for implementing each Consent within the period of its validity in accordance with its terms and the relevant Laws; (iv) supply free of charge to the Crown a copy of any application for a Contractor Consent (with a copy of all accompanying drawings and other documents) and a copy of any such Consent obtained and any associated legal documentation; (v) comply with the conditions attached to any Consents and any associated legal documentation; (vi) procure that no Consents or associated legal documentation are breached by it or any Contractor Personnel; (vii) preserve each Consent and ensure that all Consents continue in full force and effect for such time as is necessary for the Contractor to carry out Works Provisioning and/or the Operational Services; and (viii) not without the Crown’s prior written consent (which consent shall not be unreasonably withheld or delayed) apply for, or agree to any change, relaxation or waiver of any Consent (whether obtained before or after the Service Commencement Date) or of any condition attached to it. (b) Subject to the compliance by the Contractor with its obligations under clause 17.4(a), references in this Agreement to Consents shall be construed as referring to the Consents as from time to time expressly varied, relaxed or waived. (c) Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required Contractor's other obligations under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, where any Consent is issued on conditions that would or could have a material adverse effect on: (i) the failure to obtain design or quality of all or any consent or approval pursuant to this Section 5.4 shall not result in a delay part of the Closing Facility, or be deemed the Contractor’s ability to be a failure undertake Works Provisioning or to satisfy any meet the Works Completion Tests; (ii) the ability of the conditions set forth Contractor to provide the Operational Services in Section 7.1 of this Agreement. If any consent or approval required in connection accordance with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN Service Requirements or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the other obligations thereunder in accordance with this Agreement; or (iii) the ability of the Retained Services Operator to efficiently deliver the Retained Services, including sub-contractingthe Contractor must notify the Crown that these conditional Consents would or could have such an effect, sub-licensingtogether with providing the Contractor’s proposals for satisfying these conditional Consents in a manner that would not have such an effect, or sub-leasing to the WCAS Subs Crown for review. (d) If the Crown has no comments on the conditions of a Consent, the Contractor must make any amendments to the Design Documentation and/or the Facility required to satisfy the conditions, but those amendments will not constitute a Crown initiated Change or entitle the Contractor to make any other Claim against the Crown. (e) If the Crown raises comments on the conditions of a Consent, the Contractor will liaise (or in the case of a Crown Consent, the Crown and the Contractor will liaise) with the Governmental Entity issuing the Consent with a view to reaching agreement on the conditions of that Consent such that they will not have any of the material adverse effects described in clause 17.4(c) and enable the Contractor to continue to meet its obligations under this Agreement. (f) Any amendments made to the Design Documentation or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected Facility as a result consequence of providing such benefitsclause 17.4(c) will not constitute a Crown initiated Change or entitle the Contractor to make any other Claim against the Crown. (g) The Crown shall, subject to the Contractor’s compliance with clause 17.4(a)(ii), use reasonable endeavours to obtain the Crown Consents. The term “reasonable endeavours” as used in this clause 17.4(g) is not to be construed as obliging the Crown to do anything that it is not obliged to do under clause 8.1 (Statutory functions).

Consents. Without limiting Prior to and after the generality Time of Section 5.3 hereofDistribution, each of Conexant and Washington will, and will cause the parties hereto shall Conexant Subsidiaries and the Washington Subsidiaries, respectively, to, use their commercially reasonable efforts (as requested by the other party) to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINobtain, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made obtained, all filings and submissions under Laws applicable to it as may be required Consents necessary for the consummation transfer of the transactions all Assets, Subsidiaries and Liabilities contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval be transferred pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoArticle II; provided, however, that WIN none of Conexant (or its Subsidiaries any of the Conexant Subsidiaries) or Washington (or any of the Washington Subsidiaries) shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the Consent of any other party or parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way impair the rights of any member of the Conexant Group or the Washington Group thereunder. If any such Consent is not obtained or if an attempted assignment would be materially ineffective or would impair any rights of either Group under any such Contract or Permit so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such rights, then (x) the party contemplated hereunder to assign such Contract or Permit (the "Assigning Party") will use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to pay any consideration or offer or grant any financial accommodation) to provide or cause to be provided to the Recipient Party the benefits of any such Contract or Permit and adversely affected the Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract or Permit and (y) to the extent that the Recipient Party receives the benefits of such Contract or Permit, the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. If and when such Consents are obtained, the transfer of the applicable Contract or Permit shall be effected as promptly following the Time of Distribution as shall be practicable in accordance with the terms of this Agreement. To the extent that any transfers and assumptions contemplated by this Article II shall not have been consummated on or prior to the Time of Distribution, the parties shall cooperate to effect such transfers as promptly following the Time of Distribution as shall be practicable. Notwithstanding that any transfer of Washington Assets, including the Washington Real Property, to a result member of providing the Washington Group contemplated by this Article II shall not have been consummated on or prior to the Time of Distribution, the Washington Group shall bear the risk of any Liability with respect to the Washington Assets, including the Washington Real Property (including any risk of loss thereof), from and after the Time of Distribution; provided, however, that the Washington Group shall only bear the Liability with respect to any such benefitsWashington Asset if and to the extent that the Washington Group enjoys the benefit of such Washington Asset.

Consents. Without limiting To the generality extent that third party consents relating to Assumed Contracts have not been obtained by the Sellers or Parent as of Section 5.3 hereofthe Closing, and the Purchaser in its sole discretion waives the applicable Closing condition contained herein, the Sellers shall, during the remaining term of such Assumed Contracts (the “Non-Assignable Contracts”), use each of the parties hereto shall use commercially their respective reasonable best efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of such Non-Assignable Contracts available to the Purchaser so long as the Purchaser fully cooperates with the Sellers or Parent and promptly reimburses the Sellers or Parent for all consents payments made by them (and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money otherwise approved by WIN, its Subsidiaries or Affiliatesthe Purchaser) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection therewith, and (c) enforce at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Sellers arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contracts in accordance with the consummation of terms thereof). The Sellers and Parent will not take any action or suffer any omission which would limit or restrict or terminate in any material respect the transactions contemplated by this Agreement and the Ancillary Agreements prior benefits to the Closing. Each Purchaser of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this AgreementPurchaser, the failure Sellers or Parent are ordered orally or in writing to do so by a Governmental Entity of competent jurisdiction or the Sellers are otherwise required to do so by law; provided that if any such order is appealable, the Sellers or Parent will, at the Parent’s cost and expense, take such actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. With respect to any such Non-Assignable Contract as to which the necessary approval or consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with for the assignment or transfer to the Purchaser is obtained following the Closing, the Sellers shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser, the Sellers and Parent within three (3) Business Days following receipt of such approval or consent. Notwithstanding the foregoing, the Sellers shall not be indemnified to the extent of any contract losses which result from (a) any Seller’s or agreement (including Parent’s failure to take any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder lawful action in accordance with this Agreement, including sub-contracting, sub-licensing, the Purchaser’s reasonable instructions or sub-leasing to the WCAS Subs (b) any Seller’s of Parent’s gross negligence or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitswillful misconduct.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto; or (iii) elect to have Seller require any other obligations under such contract to perform their obligations under such contract and remit to Seller the amounts due to such obligations, permitsfor payment by the Seller to such obligations. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, authorizations notwithstanding Sections 2.1 and approvals of all Governmental Entities necessary in connection with 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Nonmaterial Contracts"), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting Notwithstanding anything else contained in this Agreement to the generality contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, "Approval") of Section 5.3 hereofa third party would constitute a breach or violation thereof, each or affect adversely the rights of Buyer, Buyer's Subsidiaries, Seller or Seller's Subsidiaries thereunder, or constitute a Material Adverse Effect; and any such transfer to Buyer or its Subsidiaries that requires the parties hereto Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements such Approval prior to the ClosingClosing Date, and Buyer shall reasonably cooperate, at Seller's cost, in connection therewith. Each In the event that any such Approval is not obtained on or prior to the Closing Date, Seller shall, for a period of the Parties hereto shall make or cause six (6) months thereafter, continue to be made all filings and submissions under Laws applicable use its commercially reasonable efforts to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate obtain any such Approval and cooperate with each other Buyer in exchanging such information any reasonable and assistance lawful arrangement to provide that Buyer or its Subsidiaries, as the case may be, shall receive all of Seller's and any of the parties hereto may reasonably request Seller's Subsidiaries' right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such Subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing. Except for those consents , Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Buyer; provided further, however, that any and approvals all consent and assignment costs or charges expressly set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this AgreementContracts, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed including, without limitation, payments stated to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required due in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedsale, transfer, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit other disposition of the WCAS SubsBusiness by Seller, with the WCAS Subs assuming WIN’s or shall be paid by Seller. Except as provided in section 2.4.2 below, no such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against Approval shall be a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitscondition to Closing.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto Seller shall use commercially reasonable reasonably diligent efforts to obtain the consents, waivers or other instruments or documents necessary for the sale, lease, transfer or assignment of the Assets, all consents of which are identified on the attached Schedule 4(b) (collectively, the “Consents”). If Seller is unable to obtain any such Consents, then Seller shall so notify Buyer in writing no later than ten (10) days before Closing, and approvals Buyer, at its sole option, may elect to: (i) delay Closing for thirty (30) days, or such further time as is reasonably necessary to permit Seller to obtain such Consents, provided Seller is diligently pursuing such Consents; or (ii) exclude any Asset with respect to which Seller was unable to obtain Consent from this Agreement by written notice to Seller, and in that event, the Purchase Price will be reduced based upon the portion of all third parties required the Purchase Price allocated to the excluded Asset(s) on the Allocation (or in the event that a portion of the Purchase Price has not been allocated to the particular excluded Asset(s) on the Allocation, such amount as Buyer and Seller shall mutually agree) and, if applicable, the rent and purchase price under Material Contracts the Master Sublease and Material IP Purchase Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesshall be reduced based upon the rent and purchase price allocated to the applicable Fee Property(ies) and all material licenses, permits, authorizations Fuel-Related Equipment located thereon in the Master Sublease and approvals of all Governmental Entities necessary Purchase Agreements. Buyer agrees to cooperate with Seller in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure Seller’s efforts to obtain any consent or approval pursuant to this Section 5.4 the Consents provided that such cooperation shall not result in a delay of the Closing or be deemed to be a failure include any obligation upon Buyer to satisfy pay any of the conditions set forth in Section 7.1 of this Agreement. If money or to agree to any consent or approval required in connection with the assignment or transfer of any contract or agreement “Material Adverse Change” (including any such contract or agreement referred in Section 2.2(c)as hereinafter defined) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsapplicable Asset.

Consents. Without limiting the generality of Purchaser acknowledges that, except as set forth on Section 5.3 hereof, each 2.01(c) of the parties hereto shall use commercially reasonable efforts to obtain all Seller Disclosure Schedule, certain consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection waivers with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior respect to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as Transactions may be required for from parties to the consummation Transferred Contracts and issuers of the transactions contemplated by this Agreement Transferred Permits in order to transfer such Transferred Contracts or Transferred Permits to Purchaser and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging that such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth waivers have not been obtained. Purchaser agrees that, except as expressly provided in Section 7.1(d) 1.05(b), neither Seller nor a Selling Affiliate shall have any liability or obligation whatsoever to Purchaser arising out of the Disclosure Letter or Section 7.1(d) of this Agreement, relating to the failure to obtain any consent consents or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or waivers that may be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment transactions contemplated by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. this Agreement or transfer the Other Transaction Documents or because of the termination of any contract Transferred Contract or agreement Transferred Permit as a result thereof. In furtherance of, and subject to, the provisions in Section 1.05 and assuming that Seller is not in breach of its obligations thereunder, Purchaser agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (including a) the failure to obtain any such contract consent or agreement referred in Section 2.2(c)waiver, (b) is not obtainedany such termination or (c) any lawsuit, action, proceeding or would be ineffective, violate investigation commenced or threatened by or on behalf of any applicable Law person arising out of or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing relating to the WCAS Subs failure to obtain any such consent or waiver or any such termination. Prior to the Division SubsidiariesClosing, or under which WIN the parties hereto shall, and its Subsidiaries would enforce for shall cause their respective Affiliates to, cooperate with each other, upon the benefit request of the WCAS Subsa party, in any reasonable manner in connection with the WCAS Subs assuming WIN’s or obtaining any such Subsidiary’s obligations, any consents and all rights of WIN and its Subsidiaries against a third party theretowaivers; provided, however, that WIN or its Subsidiaries such cooperation shall not be materially and adversely affected as a result include any requirement of providing such benefitsPurchaser or Purchaser’s Affiliates to expend money, commence, defend or participate in any litigation, incur any obligation in favor of, or offer or grant any accommodation (financial or otherwise) to, any third party.

Consents. Without limiting the generality of Section 5.3 hereof, (a) Service Provider and Client shall work together and shall each of the parties hereto shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement Consents necessary to enable the provision and the Ancillary Agreements prior to the Closing. Each delivery of the Parties hereto shall make Services, including Consents related to Third-Party Vendor Contracts. Upon the termination, in whole or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation part, or expiration of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this a Service Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS SubsClient, with the WCAS Subs assuming WIN’s reasonable cooperation of Service Provider, shall obtain all of the Consents necessary for the repatriation of any Third-Party Vendor Contracts (except for Assigned Agreements and Replacement Agreements, which Consent responsibilities are addressed in Section 22.07 and Schedule P to the applicable Service Agreement) of which products or such Subsidiary’s obligations, services Client wishes to acquire use and whose term extends beyond the Term of this Agreement or the Service Agreement Term. (b) If the Parties reasonably determine that any and all rights of WIN and its Subsidiaries against required assignment or novation agreement relating to a third party thereto; provided, however, that WIN or its Subsidiaries shall Third-Party Vendor Contract intended to be an Assigned Agreement cannot be materially obtained on terms reasonably acceptable to both Parties, then such Third-Party Vendor Contract may either be reclassified as a Managed Agreement or Retained Agreement, or the Parties may agree that such Managed Agreement or Retained Agreement shall be [***]* Service Provider through a Change Order or through another Third-Party Vendor and adversely affected the Parties shall cooperate to make any necessary adjustments as a result of providing such benefitsreclassification through Change Control. (c) In addition, if any Consents are necessary or desirable after the initial assignment/novation of a Third-Party Vendor Contract has occurred, the Parties shall use Change Control to address additional Consents for such Third-Party Vendor Contract and [***]* associated therewith. Notwithstanding the previous statement and subject to (b) above, where an assignment or such additional Consents cannot be obtained [***]* Service Provider and Client will use reasonable efforts to [***]* and work around such issues. By way of illustration only, such mitigation and work around efforts include, treating a Third-Party Vendor Contract as a Managed Agreement or [***]* in order to obtain the Consent necessary to ensure that the Third-Party Vendor Contract becomes an Assigned Agreement.

Consents. Without limiting (i) The Company shall have obtained written consent to the generality of Section 5.3 hereof, each consummation of the parties hereto shall use commercially reasonable efforts to obtain all consents transactions contemplated by this Agreement and approvals waivers of all third parties required under Material Contracts rights to terminate and Material IP Agreements (but without any payment of money by WINimpose other conditions, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in each case in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior Agreement, with respect to the Closing. Each of following agreements: (A) the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals agreement set forth in Section 7.1(d7.2(f)(i)(A) of the Company Disclosure Letter or Schedule, which consent shall be without any change in any term of the underlying agreement; (B) the agreement set forth in Section 7.1(d7.2(f)(i)(B) of this Agreementthe Company Disclosure Schedule, which consent shall be without any material change to the failure to obtain underlying agreement; (C) any consent or approval pursuant to this Section 5.4 shall not result in a delay of agreement that the Closing or be deemed to be a failure to satisfy any of Company executes and delivers following the date hereof and that satisfies the conditions set forth in Section 7.1 the following clause (ii)(X) of this Agreement. If Section 7.2(f), which consent shall be without any material change to the respective underlying agreement; and (D) any agreement that the Company executes and delivers following the date hereof and that satisfies the condition set forth in the following clause (ii)(Y) of this Section 7.2(f), which consent or approval required shall be without any material change to the respective underlying agreement; (ii) Parent shall be reasonably satisfied that: (X) the Person listed in connection Section 7.2(f) (ii)(X) of the Company Disclosure Schedule is willing to execute and deliver a definitive agreement with the assignment or transfer of Company that does not differ in any contract or material respect from the terms set forth in the respective agreement (including any with such contract or agreement referred Person identified in Section 2.2(c7.2(f)(ii)(X) of the Company Disclosure Schedule, except for the changes expressly identified in such Section 7.2(f)(ii)(X) of the Company Disclosure Schedule; and (Y) each of the Persons listed in Section 7.2(f)(ii)(Y) of the Company Disclosure Schedule are willing to execute and deliver definitive agreements with the Company that do not differ in any material respect from the terms set forth in the respective agreements with such Persons identified in Section 7.2(f)(ii)(X) of the Company Disclosure Schedule; and (iii) the Company shall have obtained all Governmental Authorizations set forth in Section 7.2(f)(iii) of the Company Disclosure Schedule and such Governmental Authorizations shall remain in full force and effect. For purposes of this clause (f)) is not obtained, "material" changes or would differences to an agreement shall be ineffective, violate deemed to be any applicable Law or would adversely affect adverse change to any of the rights material terms of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN including, without limitation, the number of product releases (except where de minimus to such agreement in Parent's reasonable judgment), territory (except where de minimus to such agreement in Parent's reasonable judgment), royalty rates, guaranteed minimum payments, distribution channels (except where de minimus to such agreement in Parent's reasonable judgment), license scope (except where de minimus to such agreement in Parent's reasonable judgment), and the WCAS Subs minimum advertising/marketing requirements. With respect to changes to non-material terms of an agreement, whether such changes are deemed to be "material" shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits be measured with respect to that agreement alone, and assume the obligations thereunder in accordance not with this Agreement, including sub-contracting, sub-licensing, or sub-leasing respect to the WCAS Subs Company or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected business unit taken as a result of providing such benefitswhole.

Consents. Without limiting (a) To the generality extent that any Transferred Contracts are not assignable or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder, without the consent, waiver or approval of another Person (other than the Seller or any Affiliate thereof), the following shall apply: If Purchaser refuses to accept one or more Transferred Contracts for which a Third Party Consent has not been received, the Parties shall deem such Transferred Contracts to be Excluded Assets hereunder until such time as a Third Party Consent has been received; provided, that the provisions of clause (c) of this Section 5.3 hereof6.11 shall apply to such Contract until such time as such Contract becomes a Transferred Contract hereunder. If Purchaser agrees to waive the need for a Third Party Consent for one or more Transferred Contracts, each Purchaser shall be deemed to have assumed the risk associated with, and obligations under, such Transferred Contracts, and such agreements shall be assigned pursuant to this Agreement. In such event, Purchaser agrees that: (i) Seller and its respective Affiliates shall not have any Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such Third Party Consent or because of the parties hereto termination of any such Transferred Contract as a result thereof; and (ii) no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (A) the failure to obtain a Third Party Consent , or (B) any Claim commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain a Third Party Consent or from such terminated Transferred Contract. (b) For the period beginning on the Closing Date and ending on a date to be mutually agreed by the Parties, but in any event no later than the Wind-Down Deadline, at Purchaser’s request and to the extent a Third Party Consent has not yet been obtained, Seller shall use commercially reasonable efforts to obtain all consents cooperate with Purchaser in obtaining any such Third Party Consent; provided that such commercially reasonable efforts shall not include any requirement that a Seller or any of its Affiliates, unless the costs thereof are advanced by Purchaser, commence or defend any litigation, offer or grant any accommodation (financial or otherwise) to any third party or expend any money for third party costs or legal fees. (c) For the period beginning on the Closing Date and approvals of all third parties required under Material Contracts and Material IP Agreements (ending on a date to be mutually agreed by the Parties, but without in any payment of money by WINevent no later than the Wind-Down Deadline, its Subsidiaries to the extent that a Third Party Consent with respect to a Transferred Contract has not been obtained on or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of , (i) Seller shall, at Purchaser’s request, cooperate with the Parties hereto shall make or cause Purchaser in any commercially reasonable arrangement designed to be made all filings provide Purchaser after the Closing with the respective benefits and submissions under Laws applicable burdens which Purchaser would have respectively enjoyed and been subject to, in each case, with respect to it as may be required such Transferred Contracts, including, without limitation, and at the cost and for the consummation account of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this AgreementPurchaser, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and Purchaser of all rights of WIN Seller under such Transferred Contracts against any other party thereto arising out of a breach by such other party or otherwise, (ii) Purchaser shall perform the obligations of Seller under such Transferred Contracts, without, as between Purchaser and its Subsidiaries against a third party thereto; providedSeller, howeverfurther consideration therefor and (iii) Seller shall, that WIN without further consideration therefor, pay, assign and remit to Purchaser promptly all monies and, to the extent permitted, all other benefits and consideration received or its Subsidiaries realized by Seller in respect of Purchaser’s performance under the Transferred Contract, (iv) when the Transferred Contract shall become assignable, Seller shall promptly assign the Transferred Contract to Purchaser without the payment of any further consideration therefor and (v) until the Transferred Contract shall be so assigned, Seller shall not be materially and adversely affected as a result amend the Transferred Contract or waive any right thereunder without the prior written consent of providing such benefitsPurchaser.

Consents. Without limiting (a) With respect to each Consent that is required with regard to the generality First Drop Down Assets to consummate the transactions contemplated by the Closing Documents, if any, prior to Closing, (i) the CONSOL Parties have sent to the holder of each such Consent (other than a Customary Post-Closing Consent or a Permit Consent) a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby and (ii) except as set forth in Section 5.3 hereof4.3(b) and Section 4.3(c) below, each such Consent (other than a Customary Post-Closing Consent or a Permit Consent) has been received by the Owning Parties. (b) The Parties acknowledge and agree that (i) each of the parties hereto Consents set forth on Schedule 4.3(b) (the “Pending IPO Consents”) were sent to the holder of each such Consent pursuant to Section 4.3 of the IPO Asset Contribution Agreement and have not been received by the Owning Parties as of the Effective Date and (ii) that such consent to assign requests covered the transaction contemplated by the IPO Asset Contribution Agreement and the transactions contemplated by this Agreement. In lieu of the Owning Parties taking such actions as required under Section 4.3 of the IPO Asset Contribution Agreement, the Parties acknowledge and agree that upon receipt of a Pending IPO Consent following Closing, (A) the Owning Parties shall promptly notify the Partnership Parties and (B) the Owning Parties shall assign, by the tenth Business Day after the Partnership Parties’ receipt of such notice, 25% of the Owning Parties right, title and interest in and to such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending IPO Consent to CTH pursuant to an instrument in substantially the same form as the Assignment, the Deed and/or the Assignment, Assumption and Xxxx of Sale, as applicable. (c) The Parties acknowledge and agree that the Consent required by that certain Agreement for Termination of Lease and Division of Subleases among Conrhein Coal Company, Penn Central Properties, Inc., Consolidation Coal Company, Royal Land Company, and The Penn Central Corporation, whereby the Pittsburgh Seam of coal and mining rights within and underlying certain tracts of land in Xxxxxx County, Pennsylvania, were leased to Conrhein, with a Memorandum of Lease and Sublease dated December 19, 1986, recorded in said county in Vol. 47, at Page 999 (the “Pending First Drop Down Consent” and together with the Pending IPO Consents, the “Pending Consents”) were sent to the holder of such Consent and have not been received by the Owning Parties as of the Effective Date. Upon receipt of a Pending First Drop Down Consent following Closing, (i) the Owning Parties shall promptly notify the Partnership Parties and (ii) the Owning Parties shall assign, by the tenth Business Day after the Partnership Parties’ receipt of such notice, 6.25% of the Owning Parties’ right, title and interest in and to such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending First Drop Down Consent to CTH pursuant to an instrument in substantially the same form as the Assignment, the Deed and/or the Assignment, Assumption and Xxxx of Sale, as applicable. (d) Until any such Pending Consent is obtained or waived, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to CTH the benefit of, and the burdens of the Assumed Obligations with respect to, such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending Consent. (e) The CONSOL Parties shall use their commercially reasonable efforts efforts, with reasonable assistance from the Partnership Parties (including the Partnership Parties providing assurances of financial condition and operator qualifications as reasonably requested), to obtain all Pending Consents. (f) The Parties acknowledge and agree that the CONSOL Parties shall not seek Customary Post-Closing Consents until after the Closing Date. Promptly after the Closing Date, the CONSOL Parties and CTH will actively pursue all consents and approvals of all third parties that may be reasonably required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements that have not been obtained prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subwith respect to obtaining Customary Post-contractingClosing Consents, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, shall take any and all rights actions reasonably required by any Governmental Authority in order to obtain such unconditional approval, including the posting by CTH of WIN any and its Subsidiaries against a third party thereto; provided, however, all bonds or other security that WIN or its Subsidiaries shall not may be materially and adversely affected as a result of providing such benefitsrequired.

Consents. Without limiting Within five (5) days following the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents execution and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) delivery of this Agreement, the failure Xxxxx-Xxxx Parties will provide written notice in form and substance reasonably satisfactory to obtain Buyer to any persons under any Lease or Contract requiring a right to consent to the conveyance of any Properties hereunder, including, without limitation, those set forth on Schedule 3.01(d). Upon receipt of notice hereunder, the Xxxxx-Xxxx Parties will notify Buyer within two (2) business days of (a) any requested consents which are denied, or approval pursuant (b) the lapse of requisite time periods for such consents to this Section 5.4 shall be given and received, together with a summary of which required consents, if any, remain outstanding. However, five (5) days prior to the Closing Date, if the requisite time for such consent has not elapsed and the consent is not waived, the Xxxxx-Xxxx Parties or Buyer may exclude the affected Properties from the assets and properties to which Xxxxx-Xxxx FB/M Successor of Pillar FB/M Successor succeeds as a result in a delay of the Closing or Mergers, adjust the Purchase Price downward by the Allocated Value of such Properties, and such affected Properties shall be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoExcluded Assets; provided, further, however, that WIN or its Subsidiaries shall not if the required consent is obtained within ninety (90) days after Closing, the affected Properties will be materially and adversely affected deemed to have been included in the Properties to which Xxxxx-Xxxx FB/M Successor of Pillar FB/M Successor succeeded as a result of providing the Mergers as of the effective time of the Mergers (and to the extent requested by Buyer, the parties shall execute such benefitsamendments to the articles of merger or execute and deliver such conveyances as may be necessary to accomplish such result), and Buyer will pay for the Allocated Value thereof to Xxxxx-Xxxx Holdings and Pillar Holdings (subject to other adjustments provided herein), within thirty (30) days of written notice by the Xxxxx-Xxxx Parties to Buyer that such consent has been waived (with a copy of the evidence thereof).

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto Seller shall use commercially reasonable reasonably diligent efforts to obtain all any consents or other instruments or documents, if any, necessary for the sale, transfer or assignment of the Assets (collectively, the “Consents”). If Seller is unable to obtain any such Consents, then Seller shall so notify Buyer in writing no later than three (3) days before Closing, and approvals Buyer, at its sole option, may elect to: (i) delay Closing for thirty (30) days, or such further time as is reasonably necessary to permit Seller to obtain such Consents, provided Seller is diligently pursuing such Consents; or (ii) exclude any Asset with respect to which Seller was unable to obtain Consent from this Agreement by written notice to Seller, and in that event, the Purchase Price will be reduced based upon the portion of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesthe Purchase Price allocated to the excluded Asset(s) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary on the Allocation. Buyer agrees to cooperate with Seller in connection with Seller’s efforts to obtain the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior Consents. Such cooperation shall not be deemed to include any obligation upon Buyer to agree to any “Material Adverse Change” (as hereinafter defined) to the Closingapplicable Asset. Each of Notwithstanding the Parties hereto shall make or foregoing, Buyer agrees that it will cause LGO to be made all filings responsible for obtaining rights to operate the eight (8) Subway franchises included within the Assets and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 such Consent shall not result in a delay give Buyer the delay/exclusion election set forth above provided that the Transition Services Agreement contains mutually acceptable provisions providing for the Seller’s continued operation of the Closing or Subway franchises until such time as such Consent is obtained if such continued operation is permitted under Seller’s Subway franchise agreement and provided that LGO shall be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce responsible for the benefit accounting and other administrative details of the WCAS Subssuch continued operation, with the WCAS Subs assuming WINsubject to Seller’s or such Subsidiary’s obligations, any review and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsapproval.

Consents. (a) Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under for Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties parties hereto shall make or cause to be made all filings and submissions under Laws laws and regulations applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub In addition to the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and WIN creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. Buyer and Seller shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. (b) Seller and Buyer shall, and shall cause their respective Subsidiaries to, use their commercially reasonable efforts (but without any payment of money by Seller, its Subsidiaries or Buyer) to obtain the consent or approval of the other parties to any Material Contract or any claim or right or any benefit arising thereunder as Buyer may reasonably request. If such consent or approval is not obtained, or would be ineffective, violate any applicable law or would adversely affect the rights of Seller or its Subsidiaries thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller and its Subsidiaries would enforce for the benefit of Buyer, with Buyer assuming Seller's or such Subsidiary's obligations, any and all rights of Seller and its Subsidiaries against a third party thereto; provided, however, that Seller or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits. Except for those consents and approvals set forth in Section 7.1(d9.1(f) of the Disclosure Letter Schedule or Section 7.1(d9.1(f) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 9.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN Seller shall promptly pay to Buyer when received all monies received by Seller or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract any Material Contract or agreementany claim or right or any benefit arising thereunder, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing except to the WCAS Subs or extent the Division Subsidiariessame represents an Excluded Asset. Buyer shall, or under which WIN and shall cause its Subsidiaries would enforce for the benefit affiliates to, timely perform all obligations of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN Seller or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitswith respect to any Material Contract to the extent Buyer or its affiliates are provided with benefits thereunder.

Consents. Without limiting the generality of Section 5.3 hereof(a) The Sellers and Purchaser shall, each of the parties hereto and shall cause their respective Subsidiaries to, reasonably cooperate, and use their respective commercially reasonable efforts efforts, to obtain all as promptly as practicable any consents and approvals of all required from third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement under Business Material Contracts (the consents referred to in this Section 5.5(a), collectively, the “Third Party Consents”). (b) The Sellers and Purchaser acknowledge that the Sellers and their Affiliates (including the Transferred Entities) are parties to certain contracts (collectively, the “Commingled Contracts”) that (x) relate in part to both (i) the operations or conduct of the Business and (ii) the operations or conduct of the Retained Businesses or (y) relate to the operations or conduct of the Business and have been entered into by a member of the Parent Group other than the Transferred Entities. The Sellers, on the one hand, and Purchaser, on the other hand, shall cooperate with each other and use their respective reasonable best efforts (w) to notify the third party that is the counterparty to each Commingled Contract and, to the extent reasonably within the contractual or other ability or control of the Sellers or Purchaser or their respective Affiliates, as the case may be, to cause the applicable Commingled Contract to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or amendment, splitting or assigning in relevant part such Commingled Contract) between (A) the Transferred Entities and (B) the Sellers and their Affiliates, pursuant to which the Sellers and/or their Affiliates will assume all of the rights and obligations under such Commingled Contract that relate to the Retained Businesses, on the one hand, and the Ancillary Agreements Transferred Entities will assume all of the rights and obligations under such Commingled Contract that relate to the Business, on the other hand (it being understood that any Commingled Contract relating solely to the Business shall be assigned in its entirety to a Transferred Entity) and (x) to the extent reasonably within the contractual or other ability or control of the Sellers or Purchaser or their respective Affiliates, as the case may be, cause the applicable counterparty to release the Transferred Entities, as applicable, from the obligations of the Sellers and its Affiliates arising after the Closing Date under the portion of the Commingled Contract apportioned to the Sellers and, in the case of the Transferred Entities, cause the applicable counterparty to release the Sellers and its Affiliates from the obligations of the Transferred Entities arising after the Closing Date under the portion of the Commingled Contract apportioned to the Transferred Entities. From and after the date hereof, the Parties shall take actions reasonably necessary to allocate rights and obligations under such Commingled Contracts in accordance with the foregoing. To the extent that the Sellers and their Affiliates are unable to separate any Commingled Contract that relates primarily to the Business prior to the Closing, Sellers and their Affiliates shall use their reasonable best efforts to assign such Commingled Contract and all of the rights and obligations under such Comingled Contract to the Transferred Entities at and prior to the Closing. Each If any Commingled Contract is not separated or assigned prior to the Closing Date, then the Sellers, the Transferred Entities and the Purchaser shall use commercially reasonable efforts to establish arrangements under which the Transferred Entities shall continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Closing Date, until such Commingled Contract expires in accordance with its terms. From and after the Closing, (y) Purchaser and its Affiliates shall indemnify and hold harmless the Sellers and its Affiliates for all Losses arising from or relating to the portion of any Commingled Contract apportioned to the Parties hereto Transferred Entities and (z) the Sellers shall make indemnify and hold harmless Purchaser and its Affiliates (including the Transferred Entities) for all Losses arising from or cause relating to the portion of any Commingled Contract apportioned to the Sellers and their Affiliates. For the avoidance of doubt, no Commingled Contracts that relate to Overhead and Shared Services shall be subject to the requirements of this Section 5.5 and Parent shall be under no obligation to separate or provide replacement contracts for any such Contracts and, from and after Closing, Purchaser and the Transferred Entities shall have no obligations under any such Contract. (c) Notwithstanding anything to the contrary contained herein, including Section 5.3, to the extent that transfers of Transferred Company Permits issued by any Governmental Entity are required to be made all filings and submissions under Laws applicable to it as may be required for or from a Transferred Entity in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of Agreement, the parties hereto may reasonably request in connection shall use commercially reasonable efforts to effect such transfers at or prior to the Closing. (d) Notwithstanding anything to the contrary contained herein, but subject to compliance with the foregoing. Except for those consents and approvals set forth foregoing obligations in this Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement5.3, the failure to obtain receive any consent such consents or approval pursuant to this Section 5.4 effect any such transfer or arrangements shall not result in a delay of be taken into account with respect to whether any condition to the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not Article VIII has been obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements All Consents (but without any payment of money by WIN, its Subsidiaries or Affiliatesi) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth listed in Section 7.1(d6.1(c) of the -------- -------------- Disclosure Letter or Section 7.1(dSchedule, (ii) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval that are required in connection with the assignment or transfer Lease, (iii) that pertain to the conversion of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect certain of the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder Acquired Companies in accordance with Section 5.6, and (iv) relating to healthcare Permits (including Medicare and Medicaid provider agreements) shall have been obtained and shall (to the extent required) contemplate and permit the Lease; provided if, using commercial reasonable efforts, CLJ is unable to obtain one or more of the Consents referenced on Section 6.1(c) of the -------------- Disclosure Schedule for CCC Boynton, Lexington at Country Place or Lafayette at Country Place (A) the Purchase Price shall be reduced by the relevant Consent Reduction Amount, (B) the relevant CSL Subsidiary and Community shall be deleted from the definitions of Communities, Properties, CSL Subsidiaries and from the description of the Assets and (C) the Acquired Companies shall be relieved from and indemnified against any liabilities of CCC Boynton or CCC of Kentucky, Inc., as the case may be, on terms acceptable to SNH, whereupon the conditions of obtaining those Consents (subject to the provisions of Section 2.6) is deemed waived. To ----------- the extent modifications to the Lease are reasonably required to obtain any Consent required pursuant to this Agreement, including sub-contracting, sub-licensing, or sub-leasing so long as such modifications do not (taking into account the plan of SNH to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected spin off Tenant as a result separate public company) affect the qualification of providing SNH or any Subsidiary of SNH as a "real estate investment trust" or a "qualified REIT subsidiary", as the case may be, under the Code, SNH will not, and will cause Tenant not to, unreasonably decline to make such benefitsmodifications.

Consents. Without limiting (a) During the generality of Section 5.3 hereofPre-Closing Period, each of the parties hereto Buyer and Seller shall use commercially reasonable best efforts to give all notices to, and obtain all consents and approvals Consents from, all Persons required pursuant to any Material Contract, to the extent such Material Contract will be assigned to the Company pursuant to the Restructuring or will remain a Contract of all third parties required under Material Contracts and Material IP Agreements (but without the Company or any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior after giving effect to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoRestructuring; provided, however, that WIN neither Buyer nor any member of Seller Group shall have any obligation to (i) amend or its Subsidiaries modify any Contract, (ii) pay any consideration or give anything of value to any Person for the purpose of obtaining any such Consent or (iii) pay any costs and expenses of any third-party resulting from the process of obtaining such Consent. If such Consent is not obtained prior to the Closing, then, until the earlier of such time such Consent is obtained or 12 months after the Closing Date, Seller shall, and shall cause any other applicable member of the Seller Group to, cooperate with Buyer in any arrangement reasonably acceptable to Buyer and Seller intended to (i) provide Buyer, to the fullest extent reasonably practicable, the economic and other claims, rights and benefits of any such Material Contract and (ii) cause Buyer to bear all costs and Liabilities thereunder from and after the Closing Date in accordance with this Agreement. (b) Buyer acknowledges that certain Consents and waivers with respect to the Contemplated Transactions may be required from parties to the Material Contracts and that such Consents and waivers may not be obtained prior to Closing and that receipt of any such Consent shall in no event be a condition to the consummation of the Contemplated Transactions. Except to the extent expressly provided in the Transaction Agreements, Seller shall not be materially and adversely affected have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such Consents or the termination of any such Contract as a result of providing such benefitsthe Contemplated Transactions.

Consents. Without limiting the generality of Section 5.3 hereof, each If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such Consent and either (a) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements the Consents; or (but without any payment of money by WIN, its Subsidiaries or Affiliatesb) elect to have Seller retain that Restricted Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Consent relating to each Restricted Contract as quickly as practicable. Each Pending the obtaining of such Consents relating to any Restricted Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting (a) Notwithstanding anything in this Agreement to the generality contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Purchased Asset or any benefit arising under or resulting from such Purchased Asset if the sale, assignment, transfer, conveyance or delivery thereof, without the Consent of Section 5.3 hereofa third party, each (i) would constitute a breach or other contravention of the parties hereto shall use commercially reasonable efforts rights of such third party, (ii) would be ineffective with respect to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior party to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging a Contract concerning such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedPurchased Asset, or would be ineffective(iii) would, violate upon transfer, in any applicable Law or would way adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights Buyer under such contract Purchased Asset. If the sale, assignment, transfer, conveyance or agreementdelivery by any member of the Seller Group to, WIN and or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the WCAS Subs Consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be subject to such Consent being obtained. Without limiting subsection (b) below, to the extent any Assigned Contract may not be assigned to Buyer by reason of the absence of any such Consent (“Restricted Contract”), Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the extent that any Consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, Buyer may elect to proceed with the Closing, in which case, the Seller Group shall continue to use reasonable best efforts to obtain any such Consent after the Closing Date until such time as it shall have been obtained. The Seller Group shall cooperate with Buyer in a mutually agreeable any economically feasible arrangement under which proposed by Buyer to provide that Buyer shall receive the WCAS Subs (directly or indirectly through interest of the Division Subsidiaries) would obtain Seller Group in the benefits under such Restricted Contract or other Purchased Asset. The Seller Group shall pay and assume the obligations thereunder in accordance with this Agreementdischarge, including sub-contractingand shall indemnify and hold harmless, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN Buyer and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Affiliates from and against any and all rights out-of-pocket costs of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN seeking to obtain or its Subsidiaries shall not be materially and adversely affected obtaining any such Consent whether before or after the Closing Date. As soon as a result Consent for the sale, assignment, transfer, conveyance, delivery or assumption of providing a Restricted Contract or other Purchased Asset is obtained, Next shall promptly assign, transfer, convey and deliver such benefitsRestricted Contract or Purchased Asset to Buyer, and Buyer shall assume the Assumed Liabilities under any such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement in form and substance reasonably satisfactory to Buyer. (c) Nothing contained in this Section or elsewhere in this Agreement shall be deemed a waiver by Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Seller Group to obtain all Consents, nor shall this Section or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Purchased Assets any Assigned Contracts or other Purchased Asset as to which a Consent may be necessary.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing with respect to the assignment or delegation to Purchaser Sub of any rights or obligations under any Seller Contract, in the case of each such Seller Contract as to which a Consent was not obtained (or otherwise is not in full force and effect) (collectively, the “Restricted Contracts”), Purchaser Sub, in its sole discretion, may waive any closing condition as to any such Consent and either: (i) accept the assignment and liability of such Restricted Contract, in which case, as between Purchaser Sub and Seller, such Restricted Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Consent, be transferred at the Closing pursuant to the Assumption Agreement as elsewhere provided under this Agreement; or (ii) elect to have Seller continue its efforts to obtain such Consent, in which case, notwithstanding Sections 1.1 and 1.2, neither this Agreement nor the Assumption Agreement nor any other document related to the consummation of the Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, the parties hereto shall use commercially reasonable efforts efforts, and cooperate with each other, to obtain all consents and approvals the Consent relating to each Restricted Contract as quickly as practicable. Pending the obtaining of all third such Consents relating to any Restricted Contract, the parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Purchaser Sub the benefits of use and liabilities of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Purchaser Sub of any and all rights of WIN and its Subsidiaries Seller against a third party theretothereunder or the renewal or extension of the term thereof). Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Purchaser Sub, and Purchase Sub shall assume the obligations under such Restricted Contract assigned to Purchaser Sub from and after the date of assignment to Purchaser Sub pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Purchaser Sub). (b) Notwithstanding the aforesaid, in the event that any Restricted Contract has a Liability not exceeding $25,000 (twenty five thousand US dollars), Purchaser Sub shall waive any closing condition as to any such Consent and apply one of the alternative provisions of Section 1.7(a) above; provided, however, that WIN or its Subsidiaries Purchaser Sub shall only waive any closing condition as to any such Consent for two (2) such Restricted Contracts. (c) In the event that the Purchaser and Purchaser Sub waive the closing condition with respect to the failure to obtain any Consent with respect to any Restricted Contract, Purchaser and Purchaser Sub shall not be materially entitled to any reduction in or set off against the purchase price otherwise payable by Purchaser and adversely affected Purchaser Sub as a result of providing such benefitsfailure to obtain such Consent.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.1 necessary for the assignment and transfer of any Assumed Contracts (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to: (i) Accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) Reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially (a) Take all reasonable efforts action required to obtain all consents consents, approvals and approvals agreements of all any third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINnecessary to authorize, its Subsidiaries approve or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with permit the consummation of the transactions contemplated by this Agreement and Agreement, including, without limitation, any consent of the Ancillary Agreements prior parties to the Closing. Each of the Parties hereto shall make or cause Station Contracts designated as necessary in Schedule 3.4 in order to be made all filings and submissions under Laws applicable to it as may be required for the consummation of consummate the transactions contemplated by this Agreement and hereby (collectively, the Ancillary Agreements"Restricted Contracts"). Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of Notwithstanding anything to the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals contrary set forth in this Agreement or otherwise, to the extent that the consent or approval of any third party is required under any Restricted Contract, Seller shall only be required to use reasonable efforts (not involving the payment by Seller of any money to any party to any such Restricted Contract, except to the extent required by Section 7.1(d6.2.10(b)) of to obtain such consents and approvals, and in the Disclosure Letter or Section 7.1(d) of this Agreement, the failure event that Seller fails to obtain any such consent or approval pursuant approval, Buyer shall have no right to terminate this Section 5.4 Agreement. (b) Notwithstanding anything to the contrary in clause (a) above, Seller shall retain, until such time as any required consents shall have been obtained by Seller, all rights to and under any Station Contract which requires the consent of any other party thereto for assignment to Buyer if such consent has not result in a delay been obtained on the Closing Date (the "Deferred Contract"). Until the assignment of the Closing or be deemed Deferred Contract, (i) Seller shall continue to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive use all rights under such contract or agreement, WIN commercially reasonable efforts and the WCAS Subs Buyer shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would with Seller to obtain the benefits consent and/or to remove any other impediments to such assignment, and assume the obligations thereunder (ii) Seller and Buyer agree to cooperate in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing any lawful arrangement to provide (to the WCAS Subs or extent permitted without breach of such Deferred Contract) that Buyer shall receive the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for benefits of such interest after the benefit of Closing Date to the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretosame extent as if it were Seller; provided, however, if Buyer shall fail to receive such benefits after the Closing Date for any Leased Property that WIN is a main transmitter tower site or its Subsidiaries a studio site for any Station (the "Designated Properties"), Seller agrees to make such payments as are necessary for Buyer to receive such benefits as long as the aggregate amount of all such payments does not exceed Two Hundred Thousand Dollars ($200,000) for all such Designated Properties under this Agreement and the New Orleans Agreement. If, subsequent to the Closing, Seller shall not obtain required consents to assign any Deferred Contract, the Deferred Contract for which consent to assign has been obtained shall at that time be materially deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and adversely affected as a result confirmed to Buyer, without need of providing such benefitsfurther action by Seller or of future documentation.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Company Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Sellers continue their efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Sellers retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Sellers continue their efforts to obtain any Material Consents and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing. Each of , the Seller Parties hereto shall make or cause use Best Efforts, with respect to be made all filings and submissions under Laws applicable to it as may which Buyer will cooperate with Sellers (provided that Buyer shall not be required for to incur any material expense or liability or agree to any material amendment or modification in connection therewith), to obtain the consummation Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents its term, including a transfer agreement or arrangement between Sellers and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain Buyer whereby Buyer obtains the benefits and assume thereof at no mxxx-up or cost above the obligations thereunder in accordance with this Agreementcontract cost paid by Sellers (and/or any right or benefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Sellers against a third party thereunder [***]. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, which Material Consent shall be reasonably satisfactory to Buyer, Sellers shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement Buyer shall prepare and the parties shall execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Schedule 7.3 necessary for the assignment and transfer of any Company Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Company Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Sellers, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Nonmaterial Contract, and (B) Sellers shall retain such Restricted Nonmaterial Contract (which shall be a Retained Liability) and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting If there are any Consents to be obtained by Seller on any Seller Contracts or otherwise with respect to the generality assignment of Section 5.3 hereofany Assets to Seller, each including those Assets located in Russia, that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer may waive the closing condition as to any such Seller Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements such Consent; or (but without any payment of money by WIN, its Subsidiaries or Affiliatesii) elect to have Seller retain that Restricted Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain Consent and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain such Seller Consent relating to each Restricted Contract as quickly as practicable. Each Pending the obtaining of such Seller Consents relating to any Restricted Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to (i) provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contracts for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder) and (ii) have all Liabilities related to the benefits of use of the Restricted Contracts paid or otherwise satisfied by Buyer, howeverwhether directly or on behalf of Seller. Once a Consent for the sale, that WIN or its Subsidiaries assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting (a) Until the generality of Section 5.3 hereof, each expiration or earlier termination of the parties hereto Transition Services Agreement: (i) the Sellers shall use commercially reasonable efforts to cooperate and assist with the Purchaser’s efforts to obtain all consents and approvals the consent of all the third parties required under Material Contracts each Non-Assignable Contract listed in Schedule 6.1(a)(i), such consents to be effective upon the termination of the Transition Services Agreement, provided that neither Seller shall be required to pay any consideration therefor; (ii) the Sellers shall use commercially reasonable efforts to cooperate and Material IP Agreements assist with the Purchaser’s efforts to obtain the consent of the third parties required under each Non-Assignable Contract listed in Schedule 6.1(a)(ii), provided that neither Seller shall be required to pay any consideration therefor; (iii) the Sellers shall make the benefit of each Non-Assignable Contract available to the Purchaser to the extent reasonably practicable, so long as the Purchaser fully cooperates with the Sellers and pays all of the Sellers’ ordinary course and documented out-of-pocket and other costs and expenses incurred under each Non-Assignable Contract; (iv) the Sellers shall perform under each Non-Assignable Contract in accordance with the terms thereof, but without in any payment event Sellers (1) will not engage in any practice, take any action, embark on any course of money inaction, or enter into any transaction with respect to any Non-Assignable Contract outside the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency) (except as consented to by WIN, its Subsidiaries or Affiliatesthe Purchaser) and all material licenses(2) Sellers will enforce, permitsat the request of Purchaser and at the sole expense and for the account of the Purchaser, authorizations any right of the Sellers arising from any Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate such Non-Assignable Contract in accordance with the terms thereof); and (v) the Purchaser shall use commercially reasonable efforts to cooperate with the Sellers to fulfill the terms of each Non-Assignable Contract. Nothing in this Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Sellers shall transfer such Non-Assignable Contract to the Purchaser by execution and approvals delivery of all Governmental Entities necessary an instrument of conveyance reasonably satisfactory to the Purchaser within five (5) Business Days following receipt of such approval or consent. The Parties agree that neither Seller shall have any obligation to incur any out-of-pocket expenses in connection with this Section 6.1(a) and that to the consummation extent any such expenses are incurred at the Purchaser’s request, the Purchaser agrees to promptly reimburse the Sellers upon presentation of the transactions contemplated by this Agreement reasonably documented expenses. The Seller and the Ancillary Agreements prior to Purchasers agree that neither Seller shall have any liability under any Non-Assignable Contract after the Closing. Each of the Parties hereto shall make , except for liability arising from fraud, gross negligence or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement willful misconduct, and the Ancillary Agreements. Each WCAS Sub and WIN Purchaser shall coordinate and cooperate indemnify the Sellers with each other respect to any Non-Assignable Contract in exchanging such information and assistance as accordance with Section 8.2(d). (b) If any of Party receives after the parties hereto may reasonably request Closing any funds properly belonging to another Party in connection accordance with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) terms of this Agreement, the failure including payments with respect to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay receivables of the Closing or be deemed to be a failure to satisfy any of Sellers, the conditions set forth recipient will promptly so advise the other Party, will segregate and hold such funds in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce trust for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s other Party and will promptly deliver such funds to an account or accounts designated in writing by such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsother Party.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), FindWhat or Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Nonmaterial Contracts"), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesa) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior Subject to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any satisfaction of the conditions set forth in Section 7.1 of this Agreement. If any paragraph 5 below, the undersigned Banks hereby consent or approval required to the Xxxxx Merger Transaction; provided that: (i) The aggregate consideration paid by Borrower in connection with such merger does not exceed the assignment amount specified in Paragraph 2 above, as adjusted pursuant to the Merger Agreement; (ii) Borrower provides Administrative Agent with written notice of the consummation of the Xxxxx Merger Transaction on the date such transaction closes; (iii) Prior to the closing of the Xxxxx Merger Transaction, Borrower shall have delivered to Administrative Agent (with sufficient copies for each Bank) a true and correct copy of the Merger Agreement, duly executed by the parties thereto, together with all exhibits and schedules thereto in effect as of the date thereof; and (iv) The consummation of the Xxxxx Merger Transaction does not violate any provision of the Restated Credit Agreement or transfer any of the other Credit Documents or will result in a violation of any contract such provision, other than Subparagraph 5.02(d) and Subparagraph 5.02(e). (b) Subject to the satisfaction of the conditions set forth in paragraph 5 below, the undersigned Banks hereby consent to the Streamlogic Acquisition Transaction; provided that: (i) The aggregate consideration paid by Borrower in connection with such acquisition does not exceed the amount specified in subparagraph 2(b) above; (ii) Borrower provides Administrative Agent with written notice of the consummation of the Streamlogic Acquisition Transaction on the date such transaction closes; (iii) Prior to the closing of the Streamlogic Acquisition Transaction, Borrower shall have delivered to Administrative Agent (with sufficient copies for each Bank) a true and correct copy of the Asset Purchase Agreement, duly executed by the parties thereto, together with all exhibits and schedules thereto in effect as of the date thereof; and (iv) The consummation of the Streamlogic Acquisition Transaction does not violate any provision of the Restated Credit Agreement or agreement (including any of the other Credit Documents or will result in a violation of any such contract or agreement referred in Section 2.2(cprovision, other than Subparagraph 5.02(d)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting WorldCom agrees and covenants that to the generality extent that any contracts constituting part of WorldCom's operator services business, including without limitation billing and collection agreements ("LEC AGREEMENTS") with various local exchange carriers (the "LECS"), but excluding those Special Agreements described in Section 5.3 hereof, each 7 above and the DSC maintenance agreement described in Section 8.3 of the parties hereto Agreement, require the consent of the party to the agreement other than WorldCom and such consent has not been obtained by the Closing, then (i) ILD shall not assume such agreements, (ii) WorldCom-shall use commercially reasonable its best efforts to obtain such consents as soon as possible, and (iii) ILD shall not assume such agreements and the parties agree that to the extent permitted by law, WorldCom shall act as ILD's agent as of the Closing Date with respect to the administration of such agreements and shall cooperate with ILD in any additional arrangements so as to provide ILD with the full benefits, including without limitation all consents economic benefits, with respect to such agreements in a manner consistent with the benefit to be received by ILD had such agreements been assigned. In the event consent is obtained after the Closing, such agreement(s) shall be deemed to be immediately assigned by WorldCom and approvals of all third parties required under Material Contracts and Material IP Agreements (but assumed by ILD without any payment of money further action by WINthe parties. In the event consent is not obtained, its Subsidiaries or Affiliatesthen WorldCom agrees to (i) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary indemnify ILD for any Claims (as defined in connection with the consummation Section 4.7.A. of the transactions contemplated Agreement) incurred by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required ILD for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain such consent if such failure materially affects WorldCom's Operator Services Business which is being sold to ILD, and (ii) use reasonable efforts to mitigate any such Claims by assisting ILD in obtaining any goods, products or services contemplated under such agreements. Provided, further, WorldCom's obligation to indemnify ILD for any Claims arising under this Section 16 shall be limited to the amount of any obligations or liabilities in excess of the obligations or liabilities which would otherwise arise under such agreements (i.e., for which ILD is liable as if the consent was obtained), and shall be further limited as described in Section 4.7.A.(vi) and Section 4.7.C. of the Agreement. With respect to the LEC Agreements, WorldCom further agrees and covenants that: i. it shall cooperate with ILD and its lenders in transmitting a notice to the LEC within a reasonable time after the Closing Date from WorldCom's Director of Billing Services for WorldCom's Operator Services Business which notice will provide that (i) ILD has purchased WorldCom's Operator Services Business and that payments due with respect to call records submitted after the Closing Date shall be forwarded to a bank account designated by ILD, (ii) such designation can not be revoked, altered or revised without the written consent or approval pursuant acknowledgment of an officer of ILD, and (iii) NationsBank will serve as ILD's senior lender and NationsBank will have a lien on all of ILD's receivables but such lien will be automatically released upon any sale of the receivables represented by the call records submitted for billing and collection. WorldCom covenants and agrees to this Section 5.4 promptly deliver to ILD copies of any correspondence received by it with respect to any such notices. ii. it shall not result contact the LECs after the Closing Date to revoke, alter or revise the instructions on the payments due with respect to call records submitted after the Closing Date as described in a delay Subpart i. above unless such action is otherwise agreed in writing by an officer of ILD. iii. to the extent, if any, that as of Closing the proposed assignment of any LEC Agreement from WorldCom to ILD has not been consented to by the applicable LEC, then with respect to each such LEC Agreement, and until such time as the consent of the Closing or be deemed applicable LEC has been received, WorldCom shall, on behalf of ILD and without additional consideration, continue to be process all billing and collection tapes submitted by ILD in the same manner previously performed. In addition, WorldCom hereby grants unto ILD a failure to satisfy any of the conditions set forth first priority security interest in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN receivables and the WCAS Subs shall cooperate in a mutually agreeable arrangement under proceeds thereof which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder are processed by WorldCom in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing the previous sentence (which security interest shall be fully assignable to the WCAS Subs or the Division Subsidiaries, or under which WIN ILD's senior lender) and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, shall execute and deliver any and all rights of WIN and its Subsidiaries against a third party thereto; providedadditional documents, howeverinstruments or filings reasonably requested by ILD or ILD's senior lender (including without limitation, that WIN certain Uniform Commercial Code-Financing Statement-UCC 1 attached hereto) to further evidence the foregoing grant or its Subsidiaries to provide for protections customarily available to a senior secured lender, including without limitation, segregation of proceeds. iv. it will execute a letter of instruction to First Union National Bank of North Carolina, a form of which is attached hereto, whereby (i) WorldCom's instructions relative to it deposit account (the "FIRST UNION ACCOUNT") associated with deposits pursuant to the LEC Agreements will be rescinded and canceled effective October 1, 1997, (ii) all deposits to the First Union Account will be transferred to a NationsBank-designated account, and (iii) transfers from the account during the period October 1, 1997 through and including October 31, 1997 will be at the mutual directions of WorldCom and ILD. Any breach or default by WorldCom of the foregoing covenants shall not be materially and adversely affected as a result subject to indemnification in accordance with Section 4.7 of providing such benefitsthe Agreement.

Consents. Without limiting Prior to and after the generality Contribution Time, the Company will (and will cause the Oregon Subsidiaries to), MusicCo will (and will cause the MusicCo Subsidiaries to), and LandCo will use their commercially reasonable efforts (as requested by the other party) to obtain, or cause to be obtained, all Consents necessary for the transfer of Section 5.3 hereofall Assets, each Subsidiaries and Liabilities contemplated to be transferred pursuant to this Article II. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the Consent of any other party or parties hereto shall thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way impair the rights of any member of the Company Group, the MusicCo Group or LandCo thereunder. If any such Consent is not obtained or if an attempted assignment would be ineffective or would impair any rights of either Group or LandCo under any such Contract or Permit so that the contemplated assignee hereunder (the “Recipient Party”) would not receive all such rights, then (x) the party contemplated hereunder to assign such Contract or Permit (the “Assigning Party”) will use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without it being understood that such efforts shall not include any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation requirement of the transactions contemplated by this Agreement and the Ancillary Agreements prior Assigning Party to the Closing. Each of the Parties hereto shall make pay any consideration or offer or grant any financial accommodation) to provide or cause to be made provided to the Recipient Party the benefits of any such Contract or Permit and the Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all filings moneys and submissions under Laws applicable properties received by the Assigning Party with respect to it as may be required for any such Contract or Permit and (y) to the consummation extent that the Recipient Party receives the benefits of such Contract or Permit, the Recipient Party will pay, perform and discharge on behalf of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any Assigning Party all of the parties hereto may reasonably request Assigning Party’s Liabilities thereunder in connection a timely manner and in accordance with the foregoingterms thereof. Except for those consents If and approvals set forth in Section 7.1(d) when such Consents are obtained, the transfer of the Disclosure Letter applicable Contract or Section 7.1(d) of this Agreement, Permit shall be effected as promptly following the failure to obtain any consent or approval pursuant to this Section 5.4 Contribution Time as shall not result be practicable in a delay of accordance with the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 terms of this Agreement. If To the extent that any consent transfers and assumptions contemplated by this Article II shall not have been consummated on or approval required in connection with prior to the assignment or Contribution Time, the parties shall cooperate to effect such transfers as promptly following the Contribution Time as shall be practicable. Notwithstanding that any transfer of MusicCo Assets to a member of the MusicCo Group or LandCo Assets to LandCo contemplated by this Article II shall not have been consummated on or prior to the Contribution Time, the MusicCo Group or LandCo, as applicable, shall bear the risk of any contract Liability with respect to the MusicCo Assets or agreement LandCo Assets (including any such contract or agreement referred in Section 2.2(crisk of loss thereof)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect from and after the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsContribution Time.

Consents. Without limiting (a) Notwithstanding anything in this Agreement to the generality contrary, this Agreement shall not constitute an agreement to transfer, assign, directly or indirectly, or subcontract, any asset (including any Contract, WM Permit or ADS Permit), claim or right, or any benefit arising under or resulting from such asset, claim or right, if an attempted transfer, direct or indirect assignment or subcontract thereof, without the consent or waiver of a Third Party (each, a “Consent”) would (i) constitute a breach or other contravention of the rights of such Third Party, (ii) be ineffective with respect to any party to a Contract (or, to the extent transferable, a WM Permit or ADS Permit) concerning such asset, claim or right or (iii) in any way adversely affect the rights of any of the Sellers or their respective Affiliates or, upon transfer, the Buyer under such asset, claim or right, it being understood that any such transfer, assignment or assumption shall be made subject to such Consent being obtained, provided that to the extent such Consent is not obtained in accordance with the provisions of this Section 5.2, the provisions of Section 5.3 hereof8.1 shall apply to such asset, claim or right. (b) Following the Execution Date until the Closing Date, the Parties shall cooperate with each of other and use their respective reasonable best efforts, subject to the parties hereto shall use commercially reasonable efforts other terms of, and without limiting anything contained in, this Agreement, to obtain all consents material Consents, including those set forth on Schedule 5.2(a), including, in the case of the WM Parent and approvals the ADS Parent, as applicable, using reasonable best efforts (or causing its respective Subsidiaries to use their reasonable best efforts) to secure Consent to transfer or assign to the Buyer all WM Assumed Contracts, Contracts of all third parties required under Material the WM Companies, ADS Assumed Contracts, Contracts of the ADS Companies, Contracts with respect to the Buyer Assigned Accounts, WM Assumed Permits and Material IP Agreements ADS Assumed Permits (but without any payment to the extent transferable or assignable), as applicable; provided that, following the date on which true and complete copies of money by WIN, its Subsidiaries or Affiliatesthe customer Contracts referenced in the first sentence of Section 2.9(b) and Section 3.9(b) are made available to the Buyer as contemplated therein, the parties shall cooperate in good faith to promptly identify and mutually agree upon a list of material Consents in respect of such customer Contracts to be set forth on Schedule 5.2(a) and to update Schedule 5.2(a) to reflect such Consents, which updated Schedule 5.2(a) shall constitute Schedule 5.2(a) for all material licenses, permits, authorizations and approvals purposes of all Governmental Entities necessary in connection with this Agreement. (c) [***] (d) The Buyer further expressly acknowledges that none of the Consents is a condition to the consummation of the transactions contemplated by this Agreement hereby and the Ancillary Agreements prior to the Closing. Each Buyer acknowledges that no condition shall be deemed not satisfied as a result of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d(i) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent Consents, (ii) any termination of any WM Assumed Contract, ADS Assumed Contract, WM Permit or approval pursuant ADS Permit by a counterparty thereto as a result of the transactions contemplated hereby or (iii) any Proceedings commenced or threatened by any Person arising out of or relating to the failure to obtain any Consent or avoid any such termination, in each case, except to the extent resulting directly from a breach of this Agreement by the Sellers of (x) their express obligations under this Section 5.4 shall not result in a delay 5.2 or (y) of the Closing or be deemed to be a failure to satisfy any of the conditions representation regarding non-contravention, including their representation set forth in Section 7.1 2.6 or Section 3.6, as applicable. (e) Without limiting the foregoing, the Buyer shall provide each Seller (or their applicable Affiliates) such information and references (including regarding its creditworthiness) as may reasonably and timely be requested by any relevant Third Party for the purposes of this Agreement. If any consent obtaining the required Consents and shall enter into such undertakings or approval required procure such guarantees in connection with the assignment or transfer favor of any contract or agreement (including any relevant Third Party as may be reasonably requested by such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce relevant Third Party for the benefit purposes of obtaining the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsrequired Consents.

Consents. Without limiting (a) Each of Seller and Buyer shall cooperate, and use its best efforts, to give all notices and make all filings necessary to consummate the generality transactions contemplated hereby and to obtain any required approvals of Section 5.3 hereof, each third parties. In furtherance of the foregoing, Buyer agrees to provide to third parties hereto such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. Notwithstanding the foregoing, nothing herein shall obligate or be construed to obligate either of Seller or Buyer to make any payment to any third party in order to obtain the consent or approval of such third party or to transfer any contract, license or permit in violation of its terms. (b) Seller will use commercially reasonable efforts to obtain all consents and in writing prior to the Closing the consents, authorizations, orders or approvals required of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesincluding Governmental Authorities) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation rights, contracts or Licenses which, to the extent assignable, are to be assigned pursuant to this Agreement and which are not assignable without such consent_ provided, however, that the failure or inability of Seller to obtain any such consents or approvals shall not affect the obligation of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, nor shall there be any adjustment in the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this AgreementPurchase Price. If any such consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffectiveSeller shall use its commercially reasonable efforts, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs Seller and Buyer shall cooperate in a mutually agreeable arrangement under which any reasonable arrangements designed to provide Buyer with the WCAS Subs (directly economic and other benefits thereunder, including assigning to Buyer the right to receive such economic or indirectly through the Division Subsidiaries) would obtain the other benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcing for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer any and all rights of WIN and its Subsidiaries Seller against a such third party thereto; providedarising out of the cancellation by such third party or otherwise. Notwithstanding the foregoing, however, that WIN or its Subsidiaries the obligations of Seller under this Section 4.1 shall not be materially and adversely affected as a result of providing such benefitsinclude any obligation to make any material payment or to incur any material out-of-pocket economic burden.

Consents. Without limiting To the generality extent any Acquired Contracts may not be assigned without the prior written consent of Section 5.3 hereofany third party thereto or may only be assigned upon providing notice to a third party, each of the parties hereto shall use commercially reasonable efforts to obtain all consents Seller and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and Buyer will cooperate with each other in exchanging giving any such information notices to third parties, and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents Seller and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure Buyer will both use reasonable efforts to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval third party consents required in connection with the assignment or transfer of any contract such Acquired Contracts, provided that Seller shall not be required to commence any action or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedsuit, or would be ineffectiveexpend any monies (other than nominal administrative fees) in connection with its obligations herein. In the event that an Acquired Contract is assigned without its required respective third party consent, violate any applicable Law or would adversely affect and such assignment is deemed a breach of such Acquired Contract by the rights of WIN or its Subsidiaries thereunder respective third party, Buyer shall assume all liability for such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN breach and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits indemnify and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce hold Seller harmless for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all such liability pursuant to Sections 8.3 and 8.6 hereof. With respect only to that certain executory contract with National Wholesale Liquidators, Inc., NWL Holdings, Inc., and National Wholesale Liquidators of Union, Inc. (collectively, "NWL") identified in Schedule 1.1(iv)(4) (the "NWL Contract"), as to which Seller is assigning only its rights of WIN and its Subsidiaries against a third party thereto; providedwith respect to NWL's obligation to purchase certain merchandise as provided in section 1.1(b) thereof), however, Seller agrees that WIN or its Subsidiaries shall if NWL refuses to purchase the merchandise supplied by Buyer in connection with said Section 1.1(b) on the basis that the NWL Contract may not be materially assigned or performed by Buyer, then Seller agrees to cooperate, at Buyer's sole cost and adversely affected expense, with such reasonable requests as a result Buyer may make to facilitate the delivery of providing such benefitsmerchandise to, and collection of the price therefor from, NWL under the NWL Contract.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto Seller shall use commercially reasonable efforts promptly give notices to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (holding any Scheduled Consents. Seller shall use all reasonable efforts, but without obligation to incur any payment unreasonable cost or expense, to obtain any such Scheduled Consents. Upon Seller’s request, Buyer will provide such information regarding Buyer and its operations and financial condition as Seller reasonably believes to be necessary or appropriate to obtain any such Scheduled Consents. Any such Scheduled Consent waived by Buyer, or that is not a Hard Consent, shall be deemed a Permitted Encumbrance. Unless waived by Buyer, if Seller fails to receive prior to Closing any Scheduled Consent (other than consents of money governmental agencies customarily obtained subsequent to a sale or transfer) containing terms that expressly provide that an assignment without consent will terminate a Lease or render the assignment void or voidable (unless the consent may not be unreasonably withheld) (each a “Hard Consent”), then the Base Purchase Price shall be reduced by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation allocated value of the transactions contemplated by this Agreement affected Oil and Gas Interest, and such Oil and Gas Interest shall be excluded from the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings purchase and submissions sale under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, subject, however, in all cases to Sections 10(c) and 11(c). Seller shall have the failure right to continue to attempt to obtain any consent or approval such Hard Consent not received by Closing during the 180-day period following the Closing Date. If Seller obtains any such Hard Consent before the end of such 180-day period, then, within 10 days after Seller delivers written notice to Buyer that it has obtained such Hard Consent, Seller shall assign to Buyer the affected Oil and Gas Interest excluded from the Closing pursuant to this Section 5.4 an instrument in substantially the same form as the Assignment and Buyer shall not result in a delay of pay Seller the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under amount by which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits Base Purchase Price was reduced at Closing for such Oil and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsGas Interest.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties (a) If there are any Consents required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) as of the transactions contemplated by this Agreement and the Ancillary Agreements immediately prior to the Closing. Each , then, in the case of each Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, then notwithstanding Sections 2.01 and 2.03, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Parties hereto Restricted Contracts, and following the Closing, Seller shall make or cause use its commercially reasonable efforts, and cooperate with Buyer, to be made all filings and submissions under Laws applicable obtain the Consent relating to it each Restricted Contract as may be required for quickly as practicable. Pending receipt of such Consents relating to any Restricted Contract, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedThird Party thereunder). Once a Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar to the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of providing such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting After the generality of Section 5.3 hereofClosing Date, Sellers and NaviSite will cooperate and will each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement Agreement, including without limitation those consents listed on Schedules 2.2 and the Ancillary Agreements 2.5 that are not obtained prior to the ClosingClosing Date. Each of Notwithstanding anything to the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by contrary herein, this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing operate to assign any agreement, lease, contract, license, commitment, understanding or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedundertaking, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of another party thereto, would be ineffectiveconstitute a breach, violate default or other contravention thereof or in any applicable Law or would way adversely affect the rights of WIN Sellers or its Subsidiaries thereunder NaviSite thereunder. In the event that a consent required to assign any such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly lease, contract, license, commitment, understanding or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, undertaking is not obtained on or sub-leasing prior to the WCAS Subs Closing Date or if an asset or assets are otherwise not assignable hereunder (each such asset a “Non-Transferable Asset”), then, from and after the Division SubsidiariesClosing and, with respect to each such Non-Transferable Asset, until the earlier to occur of (a) such time as such Non-Transferable Asset shall be properly and lawfully transferred or under which WIN and its Subsidiaries would enforce assigned to NaviSite or (b) such time as the material benefits intended to be transferred or assigned to NaviSite have been procured by alternative means pursuant hereto, (i) the Non-Transferable Assets shall be held by Sellers in trust exclusively for the benefit of NaviSite to the WCAS Subsextent permitted under applicable Law, and Sellers shall use commercially reasonable efforts to perform and discharge all of the liabilities and other obligations of Sellers under the terms of all such Non-Transferable Assets in effect as of the Closing at NaviSite’s expense and (ii) Sellers shall use commercially reasonable efforts to provide or cause to be provided to NaviSite all of the benefits of Sellers under the terms of such Non-Transferable Assets in effect as of the Closing, including by promptly paying to NaviSite any monies received by Sellers from and after the Closing under such Non-Transferable Assets attributable thereto. In the event that Sellers are unable to obtain any consent from any person under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, NaviSite shall be entitled to procure the material rights and benefits of Sellers under the terms of such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new contracts with the WCAS Subs assuming WIN’s third persons or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretootherwise; provided, however, that WIN or in the event that NaviSite shall exercise its Subsidiaries rights under this Section 4.10 in respect of any Non-Transferable Asset, the obligations of Sellers and NaviSite under this Section 4.10 in respect of such Non-Transferable Asset shall not be materially thereupon cease and adversely affected as a result of providing such benefitsexpire.

Consents. Without limiting Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Purchased Contract to the generality of Section 5.3 hereof, each extent that such Purchased Contract is not assignable under the Bankruptcy Code without the consent of the other party or parties hereto shall thereto, and the consent of such other party has not been given or received, as applicable, as of the Closing. As to any Purchased Asset, including any Purchased Contract and Governmental Authorization, the Sellers will use commercially reasonable efforts to obtain all consents as promptly as practicable prior to the Closing (and, prior to the entry by the Bankruptcy Court of an order confirming a Chapter 11 plan or dismissing the Chapter 11 Cases, and approvals subject to the availability of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINfunds for such purpose, its Subsidiaries or Affiliates) and all material licensesuse commercially reasonable efforts to continue seeking after the Closing, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements if consent is not obtained prior to the Closing. Each ), the consent of the Parties hereto shall make or cause other parties to be made all filings and submissions under Laws applicable transfer such Purchased Asset to it as may be required for the consummation of Purchaser or, if required, novation thereof to the transactions contemplated by this Agreement Purchaser or, alternatively, written confirmation from such parties reasonably satisfactory to the Sellers and the Ancillary AgreementsPurchaser that such consent is not required. Each WCAS Sub and WIN shall coordinate and cooperate with each In no event, however, will the Sellers be obligated to pay any money to any Person or to offer or grant financial or other in exchanging such information and assistance as accommodations to any of the parties hereto may reasonably request Person in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreementobtaining any consent, the failure to obtain any consent waiver, confirmation, novation or approval pursuant with respect to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreementsuch Purchased Contract. If any consent required consent, waiver, confirmation, novation or approval required in connection is not obtained with the assignment or transfer of any contract or agreement (including respect to any such contract or agreement referred in Section 2.2(c)) is not obtainedPurchased Asset prior to the Closing, or would be ineffectivethen to the extent permitted by applicable Law, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN Sellers and the WCAS Subs shall Purchaser will cooperate in a mutually agreeable to establish an agency type or other similar arrangement reasonably satisfactory to the Sellers and the Purchaser under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) Purchaser would obtain (including by means of subcontracting, sublicensing or subleasing arrangement), to the benefits extent practicable, all rights, and assume the obligations corresponding Assumed Liabilities thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to for the WCAS Subs or period of time that the Division SubsidiariesPurchaser shall receive such rights, or under which WIN and its Subsidiaries the Sellers would enforce enforce, for the benefit of the WCAS SubsPurchaser, with the WCAS Subs Purchaser assuming WIN’s or and agreeing to pay the Sellers’ Liabilities and expenses (other than Excluded Liabilities) for the period of time that the Purchaser shall receive such Subsidiary’s obligationsbenefits, any and all rights of WIN and its Subsidiaries the Sellers against a third Third Party to any such Purchased Asset. In such event: (a) the Sellers will promptly pay to the Purchaser when received all moneys relating to the period on or after the Closing Date received by it under any Purchased Asset not transferred pursuant to this ‎Section 2.11; and (b) for the period of time set forth in clause (a) the Purchaser will promptly pay, perform or discharge when due any Assumed Liabilities arising thereunder after the Closing Date but not transferred to the Purchaser pursuant to this Section 2.11. The failure by the Purchaser or the Sellers to obtain any required consent, waiver, confirmation, novation or approval with respect to any Purchased Contract will not relieve any party thereto; provided, however, from its obligation to consummate at the Closing the transactions contemplated by this Agreement. The Purchaser acknowledges that WIN or its Subsidiaries shall no adjustment to the Purchase Price will be made for any Purchased Assets that are not be materially assigned and adversely affected as a result that the Purchaser will have no claim against the Sellers after the Closing in respect of providing any such benefitsunassigned Purchased Assets.

Consents. Without limiting the generality of Section 5.3 hereof, each of the (a) The parties hereto shall use commercially reasonable efforts to obtain all any third party consents and approvals necessary for the assignment of all third parties required under Material Contracts and Material IP Agreements any Station Contract or Real Property Leases (but without which shall not require any payment to any such third party), but no such consents are conditions to Closing. (b) To the extent that any Station Contract may not be assigned without the consent of money by WINany third party, its Subsidiaries or Affiliates) and all material licensessuch consent is not obtained prior to Closing, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment thereof; provided, however, with respect to each such contract, (i) the Ancillary Agreements prior parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Townsquare shall receive the benefits thereunder from and after Closing. Each , and to the extent of the Parties hereto benefits received, Townsquare shall make or cause to be made all filings pay and submissions under Laws applicable to it as may be required for perform Cumulus’s obligations arising thereunder from and after Closing in accordance with its terms; and (ii) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN parties shall coordinate and cooperate with each other in exchanging and each contract counterparty and shall use their commercially reasonable efforts to obtain consent to such information and assistance assignment as any of soon as practicable following the Closing. In the event the parties hereto may reasonably request in connection with the foregoing. Except for those consents are unable to effect a lawful and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable commercially reasonable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain Townsquare shall receive the benefits from any Station Contract from and assume after Closing, then the obligations thereunder in accordance parties shall proceed to Closing (with this AgreementCumulus’s representations and warranties deemed modified to take into account any such condition) and Cumulus shall either (A) defend, including sub-contracting, sub-licensing, or sub-leasing indemnify and hold harmless Townsquare to the WCAS Subs or the Division Subsidiariesextent necessary to make Townsquare whole as it relates to any such Station Contract, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, from and against any and all rights of WIN and its Subsidiaries against a third party Damages related thereto; provided, however, that WIN the maximum aggregate liability of Cumulus under this Section with respect to any Station to which any such Station Contract(s) relates shall be an amount equal to seven (7) times broadcast cash flow for the twelve months ended 5/31/13; or its Subsidiaries (2) exclude all of the Stations in the market(s) in which such Station Contract resides from the transactions contemplated hereby by written notice to Townsquare within two (2) days of the original Closing Date and the Closing Date shall not be materially delayed by two (2) business days to accommodate such election. Any excluded Stations shall be deemed to be included within the Cumulus Excluded Assets and adversely affected as a result the amount of providing such benefitsCash Consideration shall be reduced in accordance with Schedule 1.9(f).

Consents. Without limiting (a) To the generality of Section 5.3 hereof, each extent there are any consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto Closing, Seller and Purchaser shall continue to use commercially reasonable efforts to obtain all such consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to following the Closing. Each Neither this Agreement nor the Xxxx of Sale nor any other Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of any Assumed Contract as to which such consents were required to be obtained but were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), and following the Closing, the Parties hereto shall make or cause use commercially reasonable efforts, and cooperate with each other, to be made all filings and submissions under Laws applicable obtain the consent relating to it each Restricted Material Contract as may be required for promptly as practicable. Pending the consummation obtaining of such consents relating to any Restricted Material Contract, the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN Parties shall coordinate and cooperate with each other in exchanging any reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereunder). Once a consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such information Restricted Material Contract to Purchaser, and assistance as Purchaser shall assume the obligations under such Restricted Material Contract assigned to Purchaser from and after the date of assignment to Purchaser pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Xxxx of Sale (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Purchaser). (b) Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any asset, claim, right or benefit if such assignment or transfer (or attempt to make such an assignment or transfer) (i) is prohibited by Law or (ii) without the consent of a third party (including any Governmental Authority), would (A) constitute a material breach or other material contravention of the rights of such third party or (B) subject Purchaser, Seller or any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents their respective Representatives to criminal liability and approvals set forth in Section 7.1(d) of the Disclosure Letter such consent is not obtained at or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of before the Closing (such assets, claims, rights or benefits being collectively referred to herein as the “Restricted Assets”). Any assignment or transfer of a Restricted Asset shall be deemed made subject to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreementapplicable Law or such consent being obtained. If any consent or approval required in connection with the assignment or transfer of any contract Restricted Asset is prohibited by Law or agreement such consent is not obtained prior to the Closing; (x) each Party shall continue to use commercially reasonable efforts to obtain such consents or implement any actions required to complete the assignment or transfer of such Restricted Assets (including cooperating with each other in attempting to obtain any required consent with respect thereto) as soon as reasonably applicable to the extent the applicable Restricted Asset shall not have been assigned to Purchaser; (y) Seller shall, without further consideration, use commercially reasonable efforts to cooperate with Purchaser in good faith to enter into any alternative arrangements (but shall not be required to enter into any arrangement, including any license, sublease or operating agreement, with a term that extends beyond six (6) months following the Closing Date) reasonably acceptable to Purchaser and Seller intended to provide Purchaser with the benefit of any such contract or agreement referred Restricted Asset until such time as such consent has been obtained which results in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN Purchaser or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive Affiliates receiving all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume bearing all the obligations thereunder in accordance costs, liabilities and burdens with this Agreementrespect to any such Restricted Asset; and (z) upon the obtaining of any required consents, including sub-contracting, sub-licensing, or sub-leasing such Restricted Asset shall promptly be transferred and assigned to the WCAS Subs or the Division Subsidiaries, or under which WIN Purchaser hereunder at no additional cost to Purchaser and its Subsidiaries would enforce for the benefit with such effect as if transferred as of the WCAS SubsClosing; provided that, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN no Party or its Subsidiaries Affiliates shall not be materially and adversely affected as a result have any obligation to pay money to or make any concessions to obtain any such consent, except for bearing its own costs (including expenses of providing such benefits.counsel). 66

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all (a) If there are any consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) at the Closing, then, in the case of each Contract as to which such consents were not obtained (or Table of Contents otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer and Seller shall reasonably cooperate in good faith to either have Seller (i) continue its efforts to obtain the consents; or (ii) retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If the Parties agree to have Seller continue its efforts to obtain any consents and the Closing occurs, then notwithstanding anything to the contrary herein, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the transactions contemplated by this Agreement Restricted Contracts, and the Ancillary Agreements prior to following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to obtain the consent relating to each Restricted Contract as quickly as practicable. Each Pending receipt of such consents relating to any Restricted Contract, the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedThird Party thereunder). Once a consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar to the Assignment and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of providing such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting the generality of Section 5.3 hereof, each Nothing in this Agreement shall be deemed to constitute or require an assignment or an attempt to assign any of the parties hereto Assets if the attempted assignment without the consent of a third party would adversely affect in any way the rights of either Seller or Buyer. If any such consent shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries not have been obtained at or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each , or the attempted transfer or assignment of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request Assets would have an adverse effect on Buyer or Seller, Seller will cooperate with Buyer in connection with the foregoing. Except any reasonable arrangement designed to provide for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect Buyer the rights and benefits of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreementAssets, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementincluding, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcing for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s Buyer any or such Subsidiary’s obligations, any and all rights of WIN Seller under any Material Agreements against any other party arising out of the breach or cancellation by such other party, while permitting Buyer the possession and its Subsidiaries against use of such Assets for Buyer's account as if such Assets had been so transferred, assigned and delivered, or otherwise. Pending the obtaining of such consents, approvals or novations, Buyer will continue performance of any remaining unfulfilled obligations of Seller under any of the Material Agreements in the same manner as though the same were subcontracted to Buyer on the same terms and conditions as contained in the Material Agreements. In the event Seller is unable to obtain such consent or subcontract to Buyer any Material Agreement within thirty (30) days of the Closing Date, other than the Kaw River and Galamet contracts, the corresponding Material Agreement shall be excluded from the Assets purchased hereunder and there shall be a third party thereto; providedcorresponding decrease in the Purchase Price representing the fair value of such excluded Material Agreement, however, that WIN as agreed upon by the Buyer and Seller of this Agreement or its Subsidiaries shall not be materially and adversely affected as a result fixed pursuant to the procedures set out in Section 5.02 of providing such benefitsthis Agreement.

Consents. Without limiting Except for Required Consents which shall not be subject to this Section 6.12 (unless Buyer waives Section 7.2 with respect to a Required Consent): (a) To the generality of Section 5.3 hereof, each extent that any Consents needed to assign to the Buying Entities any of the Purchased Assets have not been obtained on or prior to the Closing Date despite each Party’s commercially reasonable efforts to obtain such Consents pursuant to Section 6.3 of this Agreement, this Agreement shall not constitute an assignment or attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. If any Consents shall not be obtained on or prior to the Closing, then Seller and Buyer shall use their commercially reasonable efforts in good faith to obtain such Consent as promptly as practicable thereafter and if in the reasonable judgment of both Buyer and Seller such Consent may not be obtained, the parties hereto shall use commercially reasonable efforts in good faith to cooperate, and to cause each of their respective Subsidiaries to cooperate, in any lawful arrangement designed to provide for the Buying Entities the benefits under any such Purchased Assets. (b) If Seller requests, the Buyer shall, and shall cause its Affiliates to, sell Products to Seller or its Subsidiaries at Seller’s list price as of the Closing Date for the shortest period necessary after Closing to enable Seller or its Affiliates to meet its minimum obligations under any Contract or obligation of Seller which requires the delivery of Products but which has not yet been transferred to a Buying Entity despite each Party’s commercially reasonable efforts to obtain all consents and approvals such Consents pursuant to Section 6.3 of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each terminated. (c) Notwithstanding any other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) provision of this Agreement, Seller retains the failure right to terminate any Assumed Contract after Closing if such Contract cannot be transferred to the Buying Entities within a reasonable time frame despite each Party’s commercially reasonable efforts to obtain any consent or approval such Consents of the other parties thereto to transfer such Contract pursuant to this Section 5.4 shall not result in a delay 6.3 of the Closing or be deemed to be a failure to satisfy any Agreement, taking into account the terms of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement such Contract (including any such contract or agreement referred in Section 2.2(cautomatic renewal provisions)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting Buyer and Seller acknowledge that Buyer desires to obtain the generality consents listed on Schedule 4.10 attached hereto for the conveyance or assignment of Section 5.3 hereof, each certain of the parties hereto Property (the “Material Consents”). It shall be a condition precedent to Seller’s and Purchaser’s obligation to close this transaction that Buyer shall have obtained the Material Consents on or prior to the Closing Date. In the event the Material Consents are not obtained prior to the Closing Date, Buyer or Seller may elect to extend the Closing Date for up to thirty (30) days in order to obtain the Material Consents and if the Material Consents cannot be obtained on or before the expiration of such thirty (30) day extension, then either Buyer or Seller may terminate this Agreement in which event the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. Within ten (10) days of the Effective Date, Buyer shall use commercially reasonable good faith efforts to obtain identify all other consents Buyer desires to obtain. Buyer and Seller shall mutually cooperate to prepare the forms of the Material Consents and such other consents and approvals of all third parties required under to obtain the Material Contracts Consents and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries such other consents. Seller shall pay for legal or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary other de minimus costs in connection with the consummation assignment of the transactions contemplated by this Clear Creek Concession Agreement and the Ancillary Agreements prior to the Closing. Each assignment of the Parties hereto Water Rights. Seller shall make not be responsible for any other costs or cause expenses related to be made all filings obtaining the Material Consents and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each any other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those third party consents and or approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant related to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy transaction (including without limitation, any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval negotiated amounts required in connection with the any assignment or transfer of any contract or agreement (including credit enhancement requirements under any such contract or agreement referred in Section 2.2(cContract)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all (a) If there are any consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) at the Closing, then, in the case of each Contract as to which such consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer and Seller shall reasonably cooperate in good faith to either have Seller (i) continue its efforts to obtain the consents; or (ii) retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If the Parties agree to have Seller continue its efforts to obtain any consents and the Closing occurs, then notwithstanding anything to the contrary herein, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the transactions contemplated by this Agreement Restricted Contracts, and the Ancillary Agreements prior to following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to obtain the consent relating to each Restricted Contract as quickly as practicable. Each Pending receipt of such consents relating to any Restricted Contract, the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedThird Party thereunder). Once a consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar to the Assignment and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of providing such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting (a) Except as expressly provided for herein and except for the generality Buyer’s rights to indemnification pursuant to Article IX, the Buyer agrees that (i) none of Section 5.3 hereof, each Parent or the Sellers shall have any liability resulting from or arising out of the parties hereto shall use commercially reasonable efforts failure to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements any Consents, Filings or Permits with respect to (but without any payment of money by WIN, its Subsidiaries or AffiliatesA) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and or the Ancillary Agreements prior or (B) the assignment to the Closing. Each Buyer of certain Contracts, including Shared Contracts, that are Related to the Agility Business, from the counterparties thereto or because of the Parties hereto termination of any Contract as a result thereof; and (ii) to the extent that Parent has complied with its obligations under this Section 6.16, no representation, warranty, covenant or agreement of Parent contained herein shall make be breached or cause to be made all filings and submissions under Laws applicable to it deemed breached as may be required for the consummation a result of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d(A) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any such Consent, Filing or Permit; (B) any such termination; or (C) any Legal Proceeding commenced or threatened by or on behalf of any Person resulting from or arising out of the failure to obtain any such consent or approval pursuant waiver or out of any such termination. (b) To the extent that a Seller’s rights under any Contract or Permit that is Related to the Agility Business may not be assigned to the Buyer without the Consent of another Person and such Consent has not been obtained, (i) this Section 5.4 Agreement shall not result in constitute an agreement to assign the same if an attempted assignment would constitute a delay of the Closing breach thereof or be deemed unlawful, (ii) following the Closing, (A) the Buyer shall use its reasonable best efforts (at the Buyer’s expense) to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including obtain any such contract required Consents as promptly as practicable, and (B) at the Buyer’s request, Parent shall cause the applicable Seller (at the Buyer’s expense) to use its reasonable best efforts to assist the Buyer in obtaining such required Consents (provided, that Parent and such Seller shall not be required to expend any cash or agreement referred in Section 2.2(c)make any payment (unless the Buyer agrees to reimburse Parent for such payment) is not obtainedto, incur any obligation to, or would be ineffective, violate release any applicable Law or would adversely affect rights against (except as part of a mutual release pertaining to the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder Agility Business in accordance with subsection (c) below), any Person for the purposes of obtaining such required Consents), and (iii) upon receipt of any such required Consents, this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Agreement and the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for Agility Business Transfer Agreements shall constitute an assignment of the benefit of the WCAS Subsapplicable Contract to which such consent relates. (c) The Buyer and the Sellers agree to use their reasonable efforts to cause the counterparty to any Contract that is assigned, in whole or in part, to include in the applicable written Consent a release of the applicable Seller’s liability with respect to such Contract or the portion thereof that such Seller has assigned to the Buyer. (d) Following the Closing, (i) the Shared Contracts shall be modified as set forth on Section 6.16 of the Disclosure Schedule, (ii) Parent shall cause the Sellers to assign to the Buyer the Shared Contracts or portions thereof Related to the Agility Business as set forth on Section 6.16 of the Disclosure Schedule, (iii) the Buyer will cooperate with the WCAS Subs assuming WIN’s Sellers to take the actions described in this Section 6.16, (iv) the Buyer shall indemnify Parent and the Sellers from and against any Losses arising out of or related to any breaches by the Buyer of any Contracts or portions thereof so assigned to the Buyer by such Subsidiary’s obligationsSeller, and (v) Parent and the Sellers shall indemnify the Buyer from and against any and all rights Losses arising out of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries related to any breaches by the Sellers of the portions of such Contracts not assigned to the Buyer. (e) If any such Consent shall not be materially obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question such that the Buyer would not in effect acquire the benefit of all such rights, Parent and adversely affected as a result of providing the Buyer shall cooperate, to the maximum extent permitted by Law, in any reasonable arrangement designed to provide such benefitsbenefits to the Buyer.

Consents. Without limiting (a) Each Party shall cooperate with the generality of Section 5.3 hereofother Parties, each of the parties hereto shall and use all commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINtake, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made taken, all filings actions and submissions under Laws applicable to it as may do, or cause to be required for done, all things necessary, proper or advisable to consummate and make effective the consummation of Transactions. The Selling Companies shall furnish to the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging Buyer such necessary information and reasonable assistance as any of the parties hereto Buyer may reasonably request in connection with the foregoingforegoing and shall provide the Buyer with copies of all filings made by such Selling Company with any Governmental Authority or any other information supplied by such Parent Party to a Governmental Authority in connection with this Agreement. Except The Buyer shall have sole responsibility for those consents obtaining all Required Consents and approvals set forth shall use its best efforts in connection therewith. (b) The Buyer Parties, jointly and severally, shall discharge all of any Selling Companies' obligations to any third party (each a "Vendor") with respect to all Non-Assignable Contracts listed on Section 7.1(d) 4.3 of the Disclosure Letter or Section 7.1(d) of this AgreementLetter, except to the extent the Buyer has modified the obligations thereunder, in which case, the failure foregoing obligations shall be to obtain the extent a Selling Company continues to remain obligated under any consent such Contract. Notwithstanding the foregoing, neither Buyer Party shall have any obligation hereunder for that portion of those payment obligations of a Selling Company arising prior to the Closing for services, products or approval pursuant other activities relating to this Section 5.4 shall not result in a delay period prior to the Closing. In furtherance of the Closing or be deemed foregoing, the Buyer shall attempt to be a failure enter into commercially reasonable arrangements with each Vendor to satisfy directly such obligations on the Seller's behalf. If the Buyer is unable to enter into such arrangements, the Buyer Parties, jointly and severally, shall beginning on the 15th Business Day of each month after the Closing and until all of such obligations of any Selling Company under any Non-Assignable Contract have been satisfied in full (or other mutually acceptable arrangements have been entered into), submit by check to the Parent, the full amount of the conditions set forth Parent's monthly payment obligation to each respective Vendor. Upon receipt of such funds, the Parent shall pay the full amounts thereof to each such Vendor. The Buyer shall have the right to attempt to negotiate with each Vendor a reduced aggregate obligation for the Non-Assignable Contracts listed in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit 4.3 of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoDisclosure Letter; provided, however, (i) the Buyer shall remain obligated to satisfy in full the Selling Companies obligation to the Vendors under such Non-Assignable Contracts (other than that WIN portion of those payment obligations arising prior to the Closing for services, products or its Subsidiaries other activities relating to a period prior to the Closing), (ii) that during the negotiation, the Buyer shall continue to provide to the Parent the amount (and in the manner) specified in the immediately preceding sentence and (iii) that the Buyer shall use commercially reasonable efforts during such negotiation to cause each Vendor to remove the Parent as the obligated party under such Non-Assignable Contract to which such Vendor is a party and to place the Buyer in the Parent's place. The Buyer shall provide notice to the Parent prior to any such negotiation and the Buyer Party shall not enter into any binding obligation with respect thereto without the prior written consent of the Parent, which consent shall not be materially and adversely affected as a result of providing such benefitsunreasonably withheld, conditioned or delayed.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If any Material Consents listed in Schedule 7.3 have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer hereby waives the closing condition as to such Material Consents listed on Schedule 2.9, and may waive the closing conditions as to any such other Material Consent and elect to have Seller continue its efforts to obtain all consents and approvals of all third the Material Consents. In the event Buyer has waived or waives the closing conditions as to any such Material Consent, the parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINshall use Best Efforts, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable, and pending the obtaining of such Material Consents relating to any Restricted Material Contract the Buyer agrees to indemnify and hold Seller harmless from any and all claims made by any party to the Restricted Material Contracts. (b) If there are any Consents not listed on Schedule 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or otherwise are not in exchanging such information full force and assistance effect) as any of the parties hereto may reasonably request Closing, Buyer shall at the Closing, in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) case of each of the Disclosure Letter Seller Contracts as to which such Nonmaterial Consents were not obtained (or Section 7.1(dotherwise are not in full force and effect) (the "Restricted Nonmaterial Contracts"), accept the assignment of this Agreementsuch Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain any consent or approval the applicable Nonmaterial Consent, be transferred at the Closing pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of Assignment and Assumption Agreement as elsewhere provided under this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting Notwithstanding anything to the generality contrary contained in this Agreement, this Agreement shall not constitute an agreement to assign any Assumed Contract if an attempted assignment thereof, without consent of Section 5.3 hereofa third party thereto, would constitute a breach or other contravention thereof or in any way adversely affects the rights of Buyer or Seller thereunder. As soon as practicable following the Closing Date, each of the parties hereto parties, respectively, shall commence and diligently pursue and use commercially its reasonable and good faith efforts to obtain all consents Consents set forth on Schedule 6.8 and approvals of all third parties required under Material Contracts and Material IP Agreements Permits (but without any payment of money by WIN, its Subsidiaries or Affiliatesif applicable) and to otherwise make all material licensesnotices to, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it with, any Person as may be required for necessary to authorize, approve or permit the consummation full and complete sale and transfer of the transactions Purchased Assets as contemplated by hereby, and upon obtaining such Consent, if obtained, such Assumed Contract will be assigned to Buyer. In connection with this Agreement and Section 8.2, the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and parties agree to fully cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) obtaining of the Disclosure Letter or Section 7.1(d) of this Agreementforegoing Consents and Permits, the failure including, without limitation, promptly delivering and executing any and all agreements, disclosures, statements, instruments and documents and to take any other actions reasonably required in order to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreementsaid Consents and Permits. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any Unless and until such contract or agreement referred in Section 2.2(c)) Consent is not obtained, or if an attempted assignment thereof would be ineffective, violate any applicable Law ineffective or would adversely affect the rights of WIN or its Subsidiaries Seller thereunder such so that the Division Subsidiaries Buyer would not in fact receive all rights under such contract or agreementAssumed Contract, WIN the Seller and the WCAS Subs shall Buyer will cooperate in a mutually agreeable an arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) Buyer would obtain the benefits and assume the obligations Obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing, or sub-leasing subleasing to the WCAS Subs or the Division SubsidiariesBuyer, or under which WIN and its Subsidiaries Sellers would enforce enforce, at Buyer’s expense, for the benefit of the WCAS SubsBuyer, with Buyer assuming at Buyer’s expense the WCAS Subs assuming WIN’s or such Subsidiary’s obligationsSellers’ obligations thereunder, any and all rights of WIN and its Subsidiaries Seller against a third party thereto; provided. For the avoidance of doubt, howeveronly those Assumed Contracts capable of being assigned without the Consent of the other party thereto shall be assigned to Buyer at Closing pursuant to the conveyance document delivered by Seller pursuant to Section 11.1(d), that WIN or its Subsidiaries and the Assumed Contracts not being so assigned at Closing, which are set forth in Schedule 6.8, shall not be materially and adversely affected as a result of providing such benefitsassigned by Seller to Buyer upon the requisite Consent being obtained, if obtained.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliatesa) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior Notwithstanding anything to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other contrary contained in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure Bxxx of Sale or the Assignment and Assumption Agreement, to obtain any consent the extent that the sale, assignment, transfer or approval pursuant to this Section 5.4 shall not result in a delay conveyance by Seller, or the undertaking or assumption by Buyer, of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with Purchased Assets requires a Required Consent that has not been obtained at the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedClosing and which has been waived by Buyer at the Closing, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingthe Bxxx of Sale and the Assignment and Assumption Agreement shall constitute the applicable Seller agreement to grant, sub-licensingsell, or sub-leasing assign, transfer and convey, and Buyer’s agreement to undertake and assume, such Purchased Assets as promptly as practicable following the WCAS Subs or obtainment of any such Required Consent; provided, that from and after the Division SubsidiariesClosing Date until the date on which such transactions are effected, or under which WIN Seller and Buyer shall cooperate, at Buyer’s sole cost and expense, in any commercially reasonable plan to make available to Buyer and its Subsidiaries would enforce Affiliates the economic and practical benefits of such Purchased Assets for the benefit no additional consideration. Nothing contained in this Section 11.4 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement including, without limitation, those relating to any of the WCAS Subs, with Purchased Assets or to any of the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoAssumed Liabilities; provided, however, that WIN none of Seller or any Member shall be liable to Buyer for any Losses that arise in connection with any Required Consent that was not obtained prior to the Closing in the event Buyer elects to proceed with the Closing without such Required Consent in accordance with Section 8.1. Nothing in this Agreement shall be construed as an attempt to assign any Purchased Assets that is by its terms non-assignable without the consent of the other party. (b) From and after the Closing, Buyer shall pay, perform and discharge, in a timely manner and in accordance with the terms thereof, any obligations of Seller or its Subsidiaries Affiliates to the extent arising out of, in connection with or relating to any Purchased Assets (including Assumed Contracts) the sale, assignment, transfer or conveyance by Seller of which requires the consent of any Third Party which was not obtained at the Closing. In addition, from and after the Closing, Buyer shall not be materially indemnify, defend and adversely affected as a result hold harmless Seller and its Affiliates from any claim of providing breach or non-fulfillment of any obligations of Seller or its Affiliates under any such benefitsPurchased Assets (including Assumed Contracts).

Consents. Without Each Party shall use its commercially reasonable efforts to cause the transactions contemplated by this Purchase Agreement to be consummated and, without limiting the generality of Section 5.3 hereofthe foregoing, each of the parties hereto shall use commercially reasonable efforts to obtain make all consents filings with and approvals of give all third parties notices to, Governmental Authorities and other Third Parties that may be necessary or reasonably required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Purchase Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN notwithstanding any other provision of this Purchase Agreement, it shall be Seller’s sole responsibility and Seller shall use its commercially reasonable efforts to obtain all consents, authorizations, and approvals of or its Subsidiaries shall not by, and to make all filings with or notices to, Third Parties which may be materially and adversely affected necessary or reasonably required in order for Buyer to obtain rights to any Assigned Contract. If there are prohibitions against, or conditions to, the assignment of any Easement, without the prior written consent of Third Parties either as a result of providing the provisions thereof or the requirements of Applicable Law, and such benefitswritten consents have not been obtained on or prior to the Closing Date, then (i) any provision contained in this Purchase Agreement to the contrary notwithstanding, the transfer of title to, or interest in, such Easement shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Easement or violating any Law) provide Buyer with the equivalent benefits of the Easement, by subcontract, sublease or otherwise, on the condition that Buyer shall cooperate and assist in such efforts and shall bear all economic burdens and obligations and liabilities of Seller regarding such period under such Easement, notwithstanding the fact that the same has not been transferred to Buyer. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by Law, the assignment of such Easement shall become effective automatically as of the Closing Date, without further action on the part of Buyer or Seller and without the payment of further consideration.

Consents. Without limiting (a) Nothing in this Agreement shall be construed as an attempt to Transfer to Buyer, any contract which, as a matter of Law or by its terms, is not assignable, or not assignable without the generality of Section 5.3 hereof, each approval or consent of the issuer thereof or the other party or parties hereto thereto. In the event that any Transferred Contract is not Transferred to Buyer at Closing because such consent is not a Required Consent or Buyer waives the closing condition set forth in Section 9.4 with respect to such Transferred Contract (such Transferred Contracts, the “Restricted Contracts”), then the legal interest in the Restricted Contracts shall not be Transferred unless and until such consent or waiver is obtained. Seller does not represent or warrant that any such consents are obtainable from any third party, or that any such Restricted Contract will be renewed upon expiration of its term, or that any third party thereto will continue to use the products or services offered by Buyer utilizing the Transferred Assets and Transferred IP after the Closing Date. Except as set forth in Section 5.1(b), neither Seller nor Buyer shall have any liability arising out of or relating to the failure to obtain any approvals or consents for any Restricted Contract or because of the default, acceleration or termination of any Restricted Contract as a result thereof. (b) Buyer and Seller shall be jointly responsible for and shall use commercially reasonable efforts to obtain obtain, as soon as practicable after the Closing Date, all requisite consents to Transfer the Restricted Contracts. Buyer and approvals Seller shall each use commercially reasonable efforts (including, where necessary, entering into appropriate instruments of assignment and/or assumption, amendments, or substitution as shall be mutually agreed upon between the Parties) to have Seller released, whenever reasonably possible, from all liability to third parties required under Material Contracts with respect to the Assumed Liabilities (so that Buyer is solely responsible for such liabilities and Material IP Agreements (but without any payment obligations), and the Parties shall each solicit such releases concurrently, in a manner acceptable to the Parties, with solicitation of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with consents from third parties to the consummation Transfer of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretoRestricted Contracts; provided, however, that WIN neither Party shall be required to incur any expenses or liabilities or obligations or grant any additional consideration or financial accommodation to any third party or to remain secondarily or contingently liable for any Assumed Liability in order to obtain any such consent, assumption or release in connection with its Subsidiaries commercially reasonable efforts to obtain the consent of third parties in connection with the Transfer of any Restricted Contracts. (c) Unless and until consent to Transfer has been obtained, Seller shall not hold any such Restricted Contract for the benefit and at the risk of Buyer and until consent to Transfer has been obtained Seller and Buyer shall cooperate and enter into, and shall use commercially reasonable efforts to cause any applicable third parties to enter into, arrangements reasonably satisfactory in form and substance to Buyer and Seller providing for the allocation to, and control by, Buyer of the benefits and rights of such Restricted Contracts (less a Management Fee) as if such consents had been obtained. For so long as Seller shall hold the Restricted Contracts for the benefit and at the risk of Buyer as contemplated by this Section 5.1(c), Buyer shall fully perform on behalf of Seller obligations or liabilities arising under or in connection with any Restricted Contract to the extent such obligations or liabilities would have been assumed pursuant to Section 2.4 as if such Restricted Contracts were Transferred Contracts as of the Closing Date. Upon the receipt of consent to Transfer any Restricted Contract, such Restricted Contract shall be materially and adversely affected as deemed a result Transferred Contract for all purposes of providing such benefitsthis Agreement.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto (a) Buyer and Seller shall use commercially reasonable efforts their Best Efforts to obtain all consents permits and approvals Consents of all third parties required under Material Contracts Third Parties and Material IP Agreements (but without any payment of money Governmental Bodies that are necessary or advisable to consummate the transactions contemplated by WIN, its Subsidiaries or Affiliates) this Agreement and the other Transaction Documents and are necessary for Buyer to operate the Business in accordance with past practice in all material respects immediately following the Closing. To the extent any consent fees or compensation payments to a Third Party or a Governmental Body in order to obtain such a permit or Consent such cost and expense shall be borne equally by the Buyer and the Seller; provided, however, that (i) Buyer shall pay the costs of any vehicle sticker, license, transfer or sales and use tax assessed against buyers of vehicles under applicable state law and regulations, (ii) Buyer and Seller shall split the costs of all fees and payments due in respect of any software licensors, it being understood that such licensors commonly treat such matters as if buyers are obtaining new licenses, and (iii) Seller shall not be liable for the cost of Buyer obtaining new Governmental Authorizations, it being understood that most Governmental Authorizations do not transfer in an asset transfer. Seller and Buyer shall consult with each other with respect to the obtaining of all such permits, authorizations consents, approvals and approvals authorizations, and each party will keep the other apprised of all Governmental Entities necessary in connection with the consummation status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements prior to other Transaction Documents. (b) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing. Each , in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the Parties hereto shall make “Restricted Material Contracts”), Buyer may agree to waive the closing conditions as to any such Material Consent in Section 7.3 and either: (i) agree to have Seller continue its efforts to obtain the Material Consents; or (ii) agree to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or cause relating thereto, in which case it will no longer be deemed to be made all filings an Assumed Contract hereunder. If Buyer and submissions under Laws applicable Seller agree to it as may be required for have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Ancillary AgreementsClosing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each WCAS Sub and WIN Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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. (c) If there are any Consents not listed on Part 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case it will no longer be deemed to be an Assumed Contract hereunder and, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties (a) If there are any Consents required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement Contemplated Transactions that have not yet been obtained (or otherwise are not in full force and the Ancillary Agreements effect) immediately prior to the Closing. Each , then, in the case of each Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, then notwithstanding Sections 2.01 and 2.03, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Parties hereto Restricted Contracts, and following the Closing, Seller shall make or cause use its commercially reasonable efforts, and cooperate with Buyer, to be made all filings and submissions under Laws applicable obtain the Consent relating to it each Restricted Contract as may be required for quickly as practicable. Pending receipt of such Consents relating to any Restricted Contract, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedThird Party thereunder). Once a Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar to the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of providing such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting If there are any notices, consents, authorizations, waivers or approvals of, to or with any third party in connection with any VMAF Contract, Leased Real Property Lease or Personal Property Lease, (the generality of Section 5.3 hereof, each "Required Contract Consents") that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each VMAF Contract, Leased Real Property Lease or Personal Property Lease as to which such Required Contract Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such Required Contract Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements the Required Contract Consents; or (but without any payment of money by WIN, its Subsidiaries or Affiliatesii) elect to have Seller retain that Restricted Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Required Contract Consents and the Closing occurs, permitsnotwithstanding Section 2.1 and Section 2.4, authorizations neither this Agreement nor the Assignment and approvals of all Governmental Entities necessary in connection with Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and the Ancillary Agreements prior to following the Closing. Each of , the Parties hereto shall make or cause use Best Efforts, and cooperate with each other, to be made all filings and submissions under Laws applicable obtain the Required Contract Consent relating to it each Restricted Contract as may be required for quickly as practicable. Pending the consummation obtaining of such Required Contract Consents relating to any Restricted Contract, the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN Parties shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Required Contract Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Assignment and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer).

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary 2.6.1 Notwithstanding anything in connection with the consummation of the transactions contemplated by this Agreement and to the Ancillary Agreements contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Contract, Transferred Lease, Transferred Permit or other Acquired Asset that is not assignable or transferable without the consent of any Person, other than the Sellers or the Buyer, to the extent that such consent shall not have been given prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN the Sellers, at the Sellers’ expense, shall give all notices to any Governmental Authority or other Person that are necessary to effectuate the assignment and transfer, and shall use reasonable best efforts to obtain, and the Buyer shall use its Subsidiaries reasonable best efforts to assist and cooperate with the Sellers in connection therewith, all necessary consents to the assignment and transfer thereof as promptly as possible, it being understood that none of the Buyer, the Sellers or any of their Affiliates shall be required to pay money to any third party (other than with respect to the Sellers’ expenses described above), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. Upon obtaining the requisite third party consents thereto, such Transferred Contract, Transferred Lease, Transferred Permit and other Acquired Assets shall be transferred and assigned to the Buyer hereunder. 2.6.2 With respect to any Transferred Contract, Transferred Lease, Transferred Permit or other Acquired Assets that is not transferred or assigned to the Buyer at the Closing by reason of Section 2.6.1 (a “Nonassigned Asset”), after the Closing and until the requisite consent is obtained and the foregoing is transferred and assigned to the Buyer, the Sellers shall (or shall cause their Affiliates to) provide to the Buyer the benefits thereof (or substantially comparable benefits) and shall enforce, at the request of and for the account of the Buyer at the Buyer’s expense, any rights of the Sellers or their Affiliates arising thereunder against any Person, including the right to elect to terminate in accordance with the terms thereof upon the direction of the Buyer. To the extent the Buyer is provided with the benefits of any Nonassigned Asset, the Buyer shall perform, at the direction of the Sellers, the obligations of the Sellers or their Affiliates thereunder. Notwithstanding anything to the contrary set forth herein, to the extent that any Assumed Liability relates to any Nonassigned Asset, Sellers shall bear one hundred percent (100%) of any costs arising from such Assumed Liability until such Nonassigned Asset is transferred and assigned to the Buyer or the Buyer obtains all the benefits of such Nonassigned Asset under this Section 2.6.2. EXHIBIT 2.1 2.6.3 Without in any way limiting the Sellers’ obligations under Sections 2.6.1 or 2.6.2, or Buyer’s remedies, to the extent the Sellers cannot transfer and assign any of the Owned IP, or any portion thereof to the Buyer, as of the Closing, then the Sellers will assign and transfer such Owned IP to the Buyer at the first opportunity to do so. To the extent that any Owned IP cannot be materially assigned and adversely affected as a result transferred by the Sellers, then the Sellers hereby grant the Buyer an irrevocable, perpetual, worldwide, fully-paid up, royalty-free, exclusive license, with the right to sublicense through multiple tiers and to enforce, to make, have made, use, sell, offer to sell, import, export, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise practice, exploit or utilize in any manner the Owned IP. The Sellers shall cooperate with the Buyer in carrying out the provisions of providing such benefitsthis Section 2.6.3, including with the respect to the enforcement of the Buyer’s rights hereunder and, to the extent requested by the Buyer, the Sellers shall execute any appropriate instrument to give effect to this Section 2.6.3.

Consents. Without limiting the generality of Section 5.3 hereof, each If there are any Seller Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall Closing, in the case of each Land Contract or Project Contract as to which such Seller Consents were not obtained (or otherwise are not in full force and effect), Buyer may waive the closing conditions as to any such Seller Consent and either: (a) elect to have Seller continue to use commercially reasonable Commercially Reasonable Efforts to obtain the Seller Consents; or (b) elect to have Seller retain that Land Contract or Project Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain all consents any Seller Consents and approvals of all third parties required under Material the Closing occurs, neither this Agreement, the Assignment and Assumption Agreement, the Land Contracts and Material IP Agreements (but without Assignment Documents nor any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with other document related to the consummation of the transactions contemplated by this Agreement will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the such Land Contracts or Project Contracts, and the Ancillary Agreements prior to following the Closing. Each of , the Parties hereto shall make will use Commercially Reasonable Efforts, and cooperate with each other, to obtain the Seller Consent relating to each such Land Contract or cause Project Contract as quickly as practicable. Pending the obtaining of such Seller Consents relating to be made all filings and submissions under Laws applicable to it as may be required for any such Land Contract or Project Contract, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and Parties will cooperate with each other in exchanging such information any reasonable and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure lawful arrangements designed to obtain any consent or approval pursuant provide to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain Buyer the benefits and assume the obligations thereunder in accordance with this Agreementof use of such Land Contract or Project Contract for its term (or any right or benefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Seller Consent for the sale, howeverassignment, that WIN assumption, transfer, conveyance and delivery of such a Land Contract or its Subsidiaries shall not be materially Project Contract is obtained, Seller will promptly assign, transfer, convey and adversely affected deliver such Project Contract to Buyer, and Buyer will assume the obligations under such Project Contract assigned to Buyer 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 the Land Contracts Assignment Documents, as a result applicable (which special-purpose agreement the Parties will prepare, execute and deliver in good faith at the time of providing such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting The Seller shall, on and after the generality Closing Date, cooperate with the Buyer to obtain all written consents required to consummate the transactions contemplated hereby, including, without limitation, any consent required by the Buyer to assign the Transferred Contracts to the Buyer, and shall deliver to the Buyer copies, reasonably satisfactory in form and substance to counsel for the Buyer, of Section 5.3 hereofsuch written consents. Notwithstanding any provision in this Agreement to the contrary, each neither this Agreement nor any agreement, instrument or other document executed in connection herewith shall constitute an agreement to sell, assign or transfer any Transferred Contract or any claim, right, benefit or obligation thereunder or resulting therefrom if a sale, assignment or transfer thereof, without the consent of, or notice to, a third party thereto, would constitute a breach or violation thereof and such consent or notice is not obtained or provided at or prior to the Closing. If any such consent or notice shall not be obtained or provided at or prior to the Closing or if any attempted assignment would be ineffective or would impair the Buyer’s rights with respect to any of the parties hereto Purchased Assets, then from and after the Closing, the Seller shall (A) continue to use its commercially reasonable efforts to obtain any such required consent and provide any required notice as promptly as possible; (B) use its commercially reasonable efforts to assure that the rights and benefits of the Seller under each Transferred Contract shall be preserved for, and provided to, the Buyer; (C) provide for the Buyer all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINbenefits of, its Subsidiaries or Affiliates) and all material licensespayments, permitsrevenue, authorizations and approvals other consideration derived from, each Transferred Contract (all of all Governmental Entities necessary in connection which, the Seller shall deliver to the Buyer promptly following receipt by the Seller and, until delivery, shall be held by the Seller for the exclusive benefit of the Buyer); and (D) cooperate with the consummation of the transactions contemplated by this Agreement Buyer in any reasonable arrangement designed to provide such benefits, payments, revenue and the Ancillary Agreements prior other consideration to the ClosingBuyer. Each of On and after the Parties hereto shall make or cause Closing Date, and until such consents to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreementassignment have been obtained, the failure Seller (i) agrees to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of continue performance under the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder Transferred Contracts in accordance with this Agreementtheir terms and conditions in the ordinary course of the Business; and, including sub-contracting(ii) will not terminate, sub-licensingcancel, breach, or sub-leasing to cause the WCAS Subs or the Division Subsidiariestermination, cancellation, or under which WIN and its Subsidiaries would enforce for the benefit a breach, of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsTransferred Contracts.

Consents. Without limiting Notwithstanding anything contained in this Agreement: (a) To the generality extent that assignment by Seller to Purchaser of Section 5.3 hereofany Assigned Contract or other right is not permitted or is not permitted without the consent of a third party, each this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not obtained or if such an undertaking otherwise would constitute a breach of the parties hereto or cause a loss of benefits thereunder. Seller shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements such third party consents prior to the ClosingClosing Date. (b) If and to the extent that any required third party consent is unable to be obtained, Seller shall continue to be bound by any such Assigned Contract or other right (each, a “Non-Assigned Contract”). Each of In such event, to the Parties hereto extent Purchaser deems reasonably necessary, (i) Seller shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of such Non-Assigned Contract available to Purchaser, and (ii) the WCAS Subsassignment provisions of this Agreement shall operate to the extent permitted by law or the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with Purchaser to perform each relevant Non-Assigned Contract at a price equal to the WCAS Subs assuming WINmonies, rights and other consideration receivable or payable by Seller with respect to the performance by or enjoyment of Purchaser under such subcontract, sublease or sublicense. To the extent such benefit is made available and/or such subcontract, sublease or sublicense is created, (1) Purchaser shall pay, perform and discharge fully all obligations of Seller under any such Non-Assigned Contract from and after the Closing Date, (2) Seller shall, without further consideration therefor, pay and remit to Purchaser promptly any monies, rights and other consideration received in respect of such Non- Assigned Contract performance, and (3) Seller shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as reasonably directed by Purchaser and at Purchaser’s or such Subsidiary’s obligations, expense. (c) If and when any and all rights of WIN and its Subsidiaries against a third party thereto; providedconsent contemplated shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, however, that WIN Seller shall promptly assign all of its rights and obligations thereunder or its Subsidiaries shall not be materially and adversely affected as a result in connection therewith to Purchaser without payment of providing such benefitsfurther consideration therefor.

Consents. Without limiting (a) The Sellers, the generality Company and the Purchaser shall, and the Company shall cause its Subsidiaries to, and the Sellers shall cause Glenrock and its Subsidiaries to, cooperate with one another (i) in determining whether any Consents are required, including Consents of Section 5.3 hereofany Governmental Authority or Contract counterparty and (ii) in taking such actions as may be required in connection therewith and seeking timely to obtain any such Consents. In addition, each of the parties hereto Sellers and the Company shall, and shall cause each of their respective Affiliates to, use their respective commercially reasonable efforts to obtain each of the Required Consents. (b) In furtherance of, and without limiting, Section 7.3(a), promptly after the initial filing by the Purchaser of its registration statement with the SEC in connection with the Initial Equity Offering (or earlier in the discretion of the Company), so long as this Agreement shall not have earlier been terminated in accordance herewith, the Company will send and, to the extent applicable, will cause its Subsidiaries to send, a written notice in form and substance agreed by the parties hereto as of the date hereof, to inform each Fund Client of the transactions contemplated hereby, and will promptly take such other commercially reasonable actions as may be necessary to obtain any Required Consents and to approve the assignment and continuation, as appropriate, of any Investment Advisory Contract after the Closing in the manner contemplated hereby and pursuant to the Ancillary Agreements or the Amended LPA, so that, immediately following the Closing, the Company and its Affiliates and partners may provide Investment Management Services and otherwise continue the business relationship with such Client on the same basis in all consents material respects as currently in effect between such Client and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINthe Company, its Subsidiaries or Affiliates) Glenrock. The Purchaser and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary the Sellers have jointly determined that no Consents are required from the Funds Clients in connection with (i) the execution and delivery of this Agreement (or any of the Ancillary Agreements) by the Company, (ii) the Company’s consummation of the transactions contemplated by this Agreement hereby and thereby, and (iii) the Ancillary Agreements prior Company’s performance of its obligations hereunder and thereunder, whether pursuant to the ClosingFunds Operative Documents or otherwise (“Funds Client Consent”). Each of In the Parties hereto event any Damages (as defined in Section 10.1) shall make be suffered, paid or cause to be made all filings and submissions under Laws applicable to it as may be required for incurred by the consummation of Company, the transactions contemplated by this Agreement and Purchaser or the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as Sellers (or any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(dthem) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing any claim by any Funds Client that Funds Client Consent was required, the Purchaser and the Sellers hereby agree that, notwithstanding anything to the contrary contained herein, the Purchaser shall be liable for and shall pay seventy-five percent (75%) of such benefitsDamages, and the Sellers shall be liable for and shall pay twenty-five percent (25%) of such Damages.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially reasonable efforts to obtain all The Purchaser acknowledges that consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection waivers with the consummation of respect to the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required from parties to Contracts to which one or more of the Sellers is a party, including certain of the Contracts listed on the Sellers Disclosure Schedule, or with respect to other Purchased Assets, and that such consents and waivers may not be obtained. The Sellers agree (x) to give all required notices to third parties, and (y) to use commercially reasonable efforts to obtain all such third-party consents and waivers, without any material conditions to such consent or waiver or changes or modifications of terms thereunder. If any such consent or waiver is not obtained prior to Closing, the Sellers and the Purchaser shall cooperate in any reasonable arrangement pursuant to which (A) the Sellers and the Purchaser shall both use commercially reasonable efforts to obtain all such consents and (B) the Sellers shall, to the greatest extent permitted by Law and any such Contract (including by acting as an agent of the Purchaser), hold such Contract or any claim, right or benefit arising thereunder or resulting therefrom in trust for the consummation benefit of the Purchaser such that the Purchaser receives the interest of the Sellers in the benefits therefrom, net of any reasonable expenses incurred by the Sellers or any Affiliate thereof in connection with such arrangement until such time as such authorization, approval, consent or waiver is obtained. Except as to any Contract providing for payment or receipt by the Sellers of aggregate annual payments in excess of $500,000 that has not been made available to the Purchaser prior the date of this Agreement, the Purchaser agrees that except as provided in this Section 2.8 or Section 9.2, the Sellers shall not have any liability to the Purchaser 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 and or the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any Agreement or because of the parties hereto termination of any Contract as a result thereof. With respect to any consent or waiver of a third party set forth on Section 7.2(e) of the Sellers Disclosure Schedule, the Sellers shall be obligated to pay, or cause to be paid, all amounts that may reasonably request be contractually required to be paid to any third party and any reasonable fees and expenses that the third party incurs and contractually requires reimbursement in connection with the foregoingany such consents or waivers. Except for those Notwithstanding that any such consent or waiver (other than any consents and approvals waivers set forth in on Section 7.1(d7.2(e) of the Sellers Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)Schedule) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing obtained prior to the WCAS Subs or Closing, the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for Closing shall take place on the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsterms set forth herein.

Consents. Without limiting (a) During the generality of Section 5.3 hereofPre-Closing Period, each of Sellers shall, and shall cause the parties hereto shall Acquired Companies to, at Purchaser’s request, give such notices, and use commercially reasonable efforts to obtain all such consents and approvals of all third parties other Persons (which may be conditioned on the consummation of the transactions contemplated by this Agreement), that may be required under by any provision of any Real Property Lease, Personal Property Lease, Material Contracts and Material IP Agreements (but without any payment Contract or Permit of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary an Acquired Company in connection with the consummation of the transactions contemplated by this Agreement Agreement; provided, however, in each case, that neither Sellers nor any of their Affiliates shall be required to (i) amend or modify any Real Property Lease, Personal Property Lease or Material Contract (other than, at the request of the other party to any such Contract in connection with its delivery of such consent, to agree to a novation of the Contract to Purchaser effective as of the Closing), (ii) relinquish or forbear any material rights, (iii) pay any consideration to any Person, or (iv) otherwise incur any Liabilities or provide any financial accommodation or become secondarily or contingently liable for any Liability, for the purpose of obtaining any such consent; provided further that in connection therewith, Sellers shall not, and shall cause the Ancillary Agreements Acquired Companies not to, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed), (A) amend any Real Property Lease, Personal Property Lease or Material Contract of an Acquired Company, (B) commit to make any payments other than cash payments that will be paid in full prior to the Closing or (C) make any non-monetary concession that would purport to bind Purchaser, its Affiliates or the Acquired Companies after the Closing. Each . (b) For up to 180 days after the Closing Date, Sellers shall use commercially reasonable efforts to cooperate with Purchaser, at Purchaser’s request, in endeavoring to obtain the consent of the Parties hereto shall make any Person required by any provision of any Real Property Lease, Personal Property Lease or cause to be made all filings and submissions under Laws applicable to it as may be required for Permit in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries such efforts shall not require Sellers to incur any Liabilities or provide any financial accommodation or to be materially and adversely affected as a result of providing such benefitssecondarily or contingently liable for any Liability.

Consents. Without limiting the generality of Section 5.3 hereof, each If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable efforts Closing, in the case of any Seller Contract that is not an Excluded Asset as to obtain all consents which such Material Consents were not obtained (or otherwise are not in full force and approvals of all third parties required under effect) (the “Restricted Material Contracts Contracts”) notwithstanding Sections 2.1 and Material IP Agreements (but without 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereto; providedthereunder). Once a Material Consent for the sale, howeverassignment, that WIN or its Subsidiaries assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall not be materially promptly assign, transfer, convey and adversely affected as deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such benefitstransfer, all at no additional cost to Buyer).

Consents. Without limiting (a) Notwithstanding anything in this Agreement to the generality contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Purchased Asset or any benefit arising under or resulting from such Purchased Asset if the sale, assignment, transfer, conveyance or delivery thereof, without the Consent of Section 5.3 hereofa third party, each (i) would constitute a breach or other contravention of the parties hereto shall use commercially reasonable efforts rights of such third party, (ii) would be ineffective with respect to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior party to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging a Contract concerning such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedPurchased Asset, or would be ineffective(iii) would, violate upon transfer, in any applicable Law or would way adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights Buyer under such contract Purchased Asset. If the sale, assignment, transfer, conveyance or agreementdelivery by any member of the Seller Group to, WIN or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the Consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be subject to such Consent being obtained. Without limiting Section 2.8(b), to the extent any Assigned Contract may not be assigned to Buyer by reason of the absence of any such Consent (“Restricted Contract”), Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the extent that any Consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, Buyer may elect to proceed with the Closing, in which case, Seller shall continue to use reasonable best efforts to obtain any such Consent after the Closing Date until such time as it shall have been obtained. Seller shall, and shall cause each other relevant member of the WCAS Subs Seller Group to, cooperate with Buyer to provide that Buyer shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain receive the benefits under such Restricted Contract or other Purchased Asset. Seller shall pay and assume the obligations thereunder in accordance with this Agreementdischarge, including sub-contractingand shall indemnify and hold harmless, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN Buyer and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Affiliates from and against any and all rights out-of-pocket costs of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN seeking to obtain or its Subsidiaries shall not be materially and adversely affected obtaining any such Consent whether before or after the Closing Date. As soon as a result Consent for the sale, assignment, transfer, conveyance, delivery or assumption of providing a Restricted Contract or other Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such benefitsRestricted Contract or Purchased Asset to Buyer, and Buyer shall assume the Assumed Liabilities under any 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. (c) Nothing contained in this Section 2.8 or elsewhere in this Agreement shall be deemed a waiver by Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of Seller to obtain all Consents, nor shall this Section 2.8 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Purchased Assets any Assigned Contracts or other Purchased Asset as to which a Consent may be necessary.

Consents. Without limiting the generality of Section 5.3 hereof, each of the parties hereto shall use commercially (a) Take all reasonable efforts action required to obtain all consents consents, approvals and approvals agreements of all any third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WINnecessary to authorize, its Subsidiaries approve or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with permit the consummation of the transactions contemplated by this Agreement and Agreement, including, without limitation, any consent of the Ancillary Agreements prior parties to the Closing. Each of the Parties hereto shall make or cause Station Contracts designated as necessary in Schedule 3.4 in order to be made all filings and submissions under Laws applicable to it as may be required for the consummation of consummate the transactions contemplated by this Agreement and hereby (collectively, the Ancillary Agreements"Restricted Contracts"). Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of Notwithstanding anything to the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals contrary set forth in this Agreement or otherwise, to the extent that the consent or approval of any third party is required under any Restricted Contract, Seller shall only be required to use reasonable efforts (not involving the payment by Seller of any money to any party to any such Restricted Contract, except to the extent required by Section 7.1(d6.2.9(b)) of to obtain such consents and approvals, and in the Disclosure Letter or Section 7.1(d) of this Agreement, the failure event that Seller fails to obtain any such consent or approval pursuant approval, Buyer shall have no right to terminate this Section 5.4 Agreement. (b) Notwithstanding anything to the contrary in clause (a) above, Seller shall retain, until such time as any required consents shall have been obtained by Seller, all rights to and under any Station Contract which requires the consent of any other party thereto for assignment to Buyer if such consent has not result in a delay been obtained on the Closing Date (the "Deferred Contract"). Until the assignment of the Closing or be deemed Deferred Contract, (i) Seller shall continue to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive use all rights under such contract or agreement, WIN commercially reasonable efforts and the WCAS Subs Buyer shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would with Seller to obtain the benefits consent and/or to remove any other impediments to such assignment, and assume the obligations thereunder (ii) Seller and Buyer agree to cooperate in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing any lawful arrangement to provide (to the WCAS Subs or extent permitted without breach of such Deferred Contract) that Buyer shall receive the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for benefits of such interest after the benefit of Closing Date to the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party theretosame extent as if it were Seller; provided, however, if Buyer shall fail to receive such benefits after the Closing Date for any Leased Property that WIN is a main transmitter tower site or its Subsidiaries a studio site for any Station (the "Designated Properties"), Seller agrees to make such payments as are necessary for Buyer to receive such benefits as long as the aggregate amount of all such payments does not exceed Two Hundred Thousand Dollars ($200,000) under this Agreement and the Multi-Stations Agreement for all such Designated Properties. If, subsequent to the Closing, Seller shall not obtain required consents to assign any Deferred Contract, the Deferred Contract for which consent to assign has been obtained shall at that time be materially deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and adversely affected as a result confirmed to Buyer, without need of providing such benefitsfurther action by Seller or of future documentation.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "RESTRICTED MATERIAL CONTRACTS"), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, permitsnotwithstanding Sections 2.1 and 2.4, authorizations and approvals neither this Agreement nor the Bill of all Governmental Entities necessary in connection with Sale nor any other document related to the consummation consummatixx xf the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the transactions contemplated by this Agreement Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Commercially Reasonable Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose bill of sale or assignment and assumption agreement substantixxxx similar in terms to those of the Bill of Sale and Assignment and Assumption Agreement (which sxxxxal-purpose agreements the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). Notwithstanding the foregoing, Seller's obligations under this Section 2.8(a) shall terminate no later than December 1, 2003. (b) If there are any Consents not listed on Schedule 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the "NONMATERIAL CONSENTS") which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the "RESTRICTED NONMATERIAL CONTRACTS"), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Bill of Sale as elsewhere provided under this Agreemxxx; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Bill of Sale nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided. (c) Notwithstanding any other provision in this Agreement, however, the parties acknowledge and agree that WIN no Consents (the "INTERJAK CONSENTS") under Seller Contracts relating to the Interjak business of Seller (the "INTERJAK CONTRACTS") shall be obtained prior to or its Subsidiaries at Closing and that the Interjak Consents shall not be materially considered Material Consents or Nonmaterial Consents hereunder. Interjak Contracts shall be assigned to Buyer as set forth in Section 2.1. Following Closing and adversely affected until no later than December 1, 2003, the parties shall use Commercially Reasonable Efforts, and cooperate with each other, to obtain any Interjak Consents as a result of providing such benefitsreasonably requested by Buyer as quickly as practicable.

Consents. Without limiting (a) The Triton Entities shall diligently pursue and use all commercially reasonable efforts to obtain promptly (with Purchaser's active cooperation) all Consents from any Governmental Authority or third party necessary for lawful consummation of the generality Closing and for the assignment of the Contracts to Purchaser. In furtherance of the foregoing, Purchaser and the Triton Entities each agree to provide all information (including financial information) that is reasonably requested by any Person from whom any Consent is necessary for lawful consummation of the Closing. The Triton Entities and Purchaser have agreed that, subject to the provisions of Section 5.3 hereof6.3(c), each the only Consents relating to Contracts that the Triton Entities will be required to deliver at Closing are (i) the Consents set forth on Schedule 6.3(a) (the "Material Consents"); and (ii) not less than eighty percent (80%) of the parties hereto Consents required for the assignment to Purchaser of all remaining Real Property Leases which by their terms require the Consent of a third-party for assignment to Purchaser (the "Additional Consents"). (b) To the extent that any interest in the Contracts or other Purchased Assets is not capable of being assigned, transferred or conveyed without the Consent, waiver or authorization of a third Person (including a Governmental Authority), or if such assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach of any of the Contracts or other Purchased Assets, or a violation of any Law or is not immediately practicable, this Agreement shall not constitute an assignment, transfer or conveyance of such interest, or an attempted assignment, transfer or conveyance of such interest (any such interest being referred to herein as a "Restricted Interest"). Anything in this Agreement to the contrary notwithstanding, the Triton Entities shall not be obligated to transfer to Purchaser any Restricted Interest without first having obtained the required Consent necessary for such transfer. (c) With respect to any Material Consent or Additional Consent that the Triton Entities are unable to obtain and deliver to Purchaser, the Triton Entities shall use commercially reasonable efforts to obtain all consents provide to Purchaser, at the Triton Entities' expense, a substitute contract which provides Purchaser with benefits which are operationally and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior financially reasonably equivalent to the ClosingRestricted Interest. Each of With respect to any such Material Consent or Additional Consent, if the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging Triton Entities obtain such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals a substitute contract set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreementimmediately preceding sentence, the failure to obtain any consent or approval pursuant to this Section 5.4 Triton Entities shall not result in a delay of the Closing or be deemed to be a failure have delivered such Material Consent or Additional Consent, as the case may be. (d) Promptly (but in any event within ten (10) Business Days) after the execution hereof, the parties shall submit for filing to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval FCC all information and documents required in connection with obtaining the assignment or transfer Consent of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing FCC to the WCAS Subs or Transactions. (e) Promptly (but in any event within thirty (30) days) after the Division Subsidiariesdate hereof, or the parties shall file all information and documents required under which WIN and its Subsidiaries would enforce for HSR Act. Purchaser shall pay any filing fee(s) required under the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsHSR Act.

Consents. (i) Subject to the conditions set forth in paragraph (b) below, any Lender may assign to one or more assignees (other than any Disqualified Lender, any Defaulting Lender or its Lender Parent or Subsidiaries, any natural person and, except as provided in ‎Section 13.03(g) below, the Borrower or any of its Subsidiaries) (the “Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower; provided that no consent of Borrower shall be required (x) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (y) for an assignment by any Initial Lender in connection with the primary syndication of the Term Facilities or the Revolving Facility to Lenders selected by the Initial Lenders in consultation with the Borrower and (z) if a Default under Sections ‎8.01(a), ‎8.01(e), or ‎8.01(f) has occurred and is continuing, for any other assignment; provided, further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) with respect to Revolving Loans and Revolving Loan Commitments, the Swing Line Bank and the Issuing Banks. The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders (or providing the list to the Lenders). Without limiting the generality of Section 5.3 hereofthe foregoing, each the Administrative Agent, in its capacity as such, shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (2) have any liability with respect to or arising out of the parties hereto any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. The Administrative Agent shall use commercially reasonable efforts post or otherwise make available to obtain all consents and approvals Lenders a list of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsDisqualified Lenders.

Consents. Without limiting the generality of Section 5.3 hereof, each a. If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the parties hereto shall use commercially reasonable Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain all consents and approvals of all third parties required under the Material Contracts and Consents; or (ii) elect to have Seller retain that Restricted Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) Contract and all material licensesLiabilities arising therefrom or relating thereto, permitson a cost neutral basis to Seller. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, authorizations notwithstanding Sections 2.1 and approvals of all Governmental Entities necessary in connection with 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and the Ancillary Agreements prior to following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Each Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the Parties hereto parties shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). b. If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting (a) Notwithstanding anything to the generality of Section 5.3 hereofcontrary in this Agreement, each of the parties hereto there shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of be excluded from the transactions contemplated by this Agreement and any Real Property Lease, Equipment Lease, Permit, Assumed Contract, Contract or right which is not assignable or transferable without the Ancillary Agreements consent of any Person other than Buyer, Parent, Seller, the Sold Companies or any of their respective Subsidiaries, to the extent that such consent shall not have been given prior to the Closing or, where the consent of a Governmental Authority to novate is required, such consent is not given after Closing. Each ; provided, however, that each of Parent and Seller, on the Parties hereto one hand, and Buyer, on the other hand, shall make use reasonable best efforts to obtain all necessary consents to the assignment or cause to be made all filings and submissions under Laws applicable to transfer thereof, it as may being understood that neither Parent, Seller nor any of their respective Affiliates or Subsidiaries shall be required to incur any Liabilities with respect thereto in excess of $75,000, in the aggregate. Upon obtaining the requisite third-party consents thereto, such Real Property Leases, Equipment Leases, Permits, Assumed Contracts, Contracts or rights, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Permit, Assumed Contract, Contract or right that is not included in the Purchased Assets or assigned to Buyer at the Closing by reason of Section 2.6(a), after the Closing, until any requisite consent is obtained therefor and the same is transferred and assigned to Buyer, the parties shall cooperate with each other, upon written request of Buyer, in endeavoring to obtain for the consummation Buyer, at no cost to Buyer, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein. Buyer agrees to indemnify Seller or any of its Affiliates in respect of all Liabilities of Seller or its Affiliates in respect of any such arrangement, continuing operations and underlying lease, license, Contract, agreement or right. (c) Buyer acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to the Real Property Leases, Equipment Leases, Permits, Assumed Contracts, Contracts or rights and the Ancillary Agreementsthat such consents may not be obtained. Each WCAS Sub Except with respect to claims for breaches of representations and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as warranties under Article III, Buyer agrees that neither Seller nor any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) its Affiliates shall have any Liability whatsoever arising out of the Disclosure Letter or Section 7.1(d) of this Agreement, relating to the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or consents that may be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment transactions contemplated by this Agreement or transfer because of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtainedthe default under, or would be ineffective, violate any applicable Law acceleration or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligationstermination of, any and all rights of WIN and its Subsidiaries against a third party thereto; providedReal Property Lease, howeverEquipment Lease, that WIN Permit, Assumed Contract, Contract or its Subsidiaries shall not be materially and adversely affected right, as a result of providing such benefitsthereof.

Consents. Without limiting the generality of Section 5.3 hereofSeller shall cooperate with Purchaser, each of the parties hereto shall use commercially upon Purchaser’s reasonable efforts request, in endeavoring to obtain all consents and approvals the consent of, or authorization from, any Person required by any provision of all third parties required under any Real Property Lease, Personal Property Lease, Material Contracts and Material IP Agreements (but without any payment of money by WINContract or Permit, its Subsidiaries or Affiliates) and all material licensesthat otherwise may be required, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation Transactions or the subsequent operation of the transactions contemplated Business by the Company Group Entities after Closing (the “Third Party Consents”). Nothing in this Agreement and the or any Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for Agreement nor the consummation of the transactions contemplated Transactions shall be construed as an attempt or agreement to assign or transfer any Business Asset if an attempted assignment or transfer, without the consent of, or other action by, any third party would constitute a breach thereunder or adversely affect in any respect the rights of the Business thereunder (collectively, the “Non-Assignable Assets”) unless and until such consent or other action by this Agreement and such third party shall be given or taken. If any such Third Party Consent or authorization is not obtained prior to the Ancillary Agreements. Each WCAS Sub and WIN Closing or there exists any Non-Assignable Asset, then Seller shall coordinate and provide Purchaser a list of all such Third Party Consents or authorizations or Non-Assignable Assets no later than five (5) days prior to Closing and, pending receipt of all applicable Third Party Consents or authorizations, reasonably cooperate with Purchaser in any lawful and reasonable arrangement reasonably requested by Purchaser under which Purchaser (or one of its Subsidiaries) shall obtain, to the extent practicable, the rights and benefits under the Non-Assignable Asset. Such reasonable arrangement may include the entering into of a transition service, subcontract, sublicense, sublease or other similar arrangement between Seller and Purchaser and/or their applicable Subsidiaries, provided each other in exchanging such information and assistance as arrangement shall provide that Purchaser (or the applicable Subsidiary of Purchaser) shall be responsible for all reasonable (the terms of any current Contract (or extension of the parties hereto may reasonably request in connection same) shall be deemed reasonable), documented costs and expenses incurred under the Non-Assignable Asset to the extent arising out of such arrangement. During the period from Closing until such Third Party Consents, or other consents or approvals required to assign and transfer the Non-Assignable Assets, are obtained (or, solely with respect to a Non-Assignable Asset under any Contract, until the foregoing. Except for those consents and approvals set forth in Section 7.1(d) expiration of the Disclosure Letter current term of such Contract to the extent the same is not renewed or Section 7.1(dextended by Seller (in Seller’s sole discretion)), Seller will use reasonable best efforts to (i) of this Agreement, the failure continue to seek to obtain any consent such consents or approval pursuant approvals and (ii) enforce the Non-Assignable Assets or other Contracts, assets or rights subject to this Section 5.4 shall not result such Third Party Consent subject to an arrangement described in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce preceding sentence for the benefit of Purchaser and/or its applicable Subsidiary. Notwithstanding anything to the WCAS Subscontrary herein, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries Seller shall not agree to any economic concessions (including any fee reduction nor waiver) in connection with obtaining any Third Party Consent without the written consent of Purchaser. Seller shall be materially responsible for making payments, incurring Liabilities and adversely affected as providing any financial accommodation to obtain any Third Party Consent. Once the Third Party Consents (or other consents or approvals) required to assign and transfer a result Non-Assignable Asset is obtained, Seller shall or shall cause its applicable Affiliates to, assign and transfer such asset to Purchaser (or one of providing such benefitsits Subsidiaries) at no additional cost.

Consents. Without limiting (i) Notwithstanding anything to the generality of Section 5.3 hereof, each of contrary in this Agreement or the parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of all third parties required under Material Contracts and Material IP Ancillary Agreements (but without limiting the representations and warranties set forth herein and therein), to the extent that the purchase, assumption, or other conveyance by the Seller to the Buyer of any payment Purchased Asset or Assumed Liability hereunder would require Consent of money by WINany Governmental Authority or under any Contract, in each case which Consent is not obtained prior to the Closing, then for so long as such Consent is not obtained or otherwise satisfied, such Purchased Asset or Assumed Liability (each, a “Non‑Assignable Item”) shall be deemed to not have been purchased, assumed, or otherwise conveyed hereunder and shall not constitute a Purchased Asset or Assumed Liability, and instead shall constitute an Excluded Asset or an Excluded Liability, as applicable. (ii) From and after the Closing, Seller shall, at Buyer’s cost and expense, use its Subsidiaries reasonable best efforts to assist the Buyer in obtaining or Affiliates) and otherwise satisfying all material licenses, permits, authorizations and approvals of all Governmental Entities necessary Consents required in connection with the consummation Contemplated Transactions, including by paying any reasonable costs of, or consideration to, any third party in order to obtain or otherwise satisfy such Consents. For so long as any such Consent is not obtained or otherwise satisfied, the Seller shall, at its sole cost and expense, use its reasonable best efforts to provide the Buyer with substantially the same economic and operational benefits of any Non‑Assignable Item (that would, if the transactions contemplated applicable Consent were obtained or otherwise satisfied, constitute a Purchased Asset) as the Seller received prior to the Closing as a result of such Non‑Assignable Item (for example, by way of subleasing, sublicensing, or subcontracting the applicable Non‑Assignable Item). (iii) If and when any Consent with respect to a Non‑Assignable Item is obtained or otherwise satisfied, such Non‑Assignable Item shall, without the requirement of any further action, automatically be deemed to have been purchased, assumed, or otherwise conveyed hereunder, as applicable, and shall thereupon cease to constitute a Non‑Assignable Item, Excluded Asset, or Excluded Liability, and instead shall constitute a Purchased Asset or Assumed Liability, as applicable, and the representations and warranties set forth in this Agreement and the Ancillary Agreements prior with respect to the ClosingPurchased Assets or Assumed Liabilities, as applicable, shall be deemed to apply to such item. Each of the Parties hereto The Seller shall make or cause to be made all filings take such further actions and submissions under Laws applicable to it execute, deliver, and file such further documents as may be required for reasonably requested by the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with Buyer to evidence the foregoing. Except for those consents and approvals set forth in Section 7.1(d) , without the payment of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsadditional consideration.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) As of the parties Closing Date, the number of Equivalent Basic Subscribers served by Retained Franchises, as described on Schedule 9.3 (the "Retained ------------ Franchises") hereto shall use commercially not exceed 3% of the Subscriber Threshold at Closing; provided, however, that Buyer may at any time designate any Franchise as a non-Retained Franchise, in which event such non-Retained Franchise shall be transferred to Buyer at Closing in accordance with the provisions of this Agreement and shall not be subject to any provisions relating to Retained Franchises. (b) Seller, with the reasonable efforts cooperation of Buyer, shall have obtained those Consents, other than Consents with respect to obtain all consents Franchises, designated on Schedule 4.4(A) as required consents; provided, however, that --------------- Buyer may elect to waive this condition to Closing with respect to any such Consent and approvals of all third parties required Seller shall have no liability under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary this Agreement in connection with the failure to obtain such Consent, other than an obligation to continue to attempt to obtain such Consents during the first six (6) months following the Closing in accordance with Section 6.3 hereof and a continuing obligation to cooperate with Buyer in obtaining such Consents thereafter. In the event any Consents for agreements not designated on Schedule 4.4A (other than with respect to Franchises) have ------------- not been obtained, Seller shall use its best efforts to keep such agreements in effect and to give Buyer the benefit of such agreements to the same extent as if they had been assigned to Buyer. (c) Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Transferred Assets contemplated hereby shall have expired or shall have been terminated, and no action shall have been instituted by any Governmental Authority with jurisdiction over the enforcement of antitrust laws challenging or seeking to enjoin the consummation of the transactions contemplated by under this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging which such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 action shall not result in a delay of the Closing have been withdrawn or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsterminated.

Consents. Without limiting the generality of Section 5.3 hereof, each (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts”) , Buyer may waive the closing conditions as to any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties hereto shall use commercially reasonable efforts efforts, and cooperate with each other, to obtain all consents and approvals the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of all third such Material Consents relating to any Restricted Material Contract, the parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to Buyer the benefits of use of the parties hereto may reasonably request in connection with the foregoing. Except Restricted Material Contract for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter its term (or Section 7.1(d) of this Agreement, the failure to obtain any consent right or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementbenefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer of any and all rights of WIN and its Subsidiaries Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer 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 (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to: (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting (i) Seller shall, and shall cause the generality of Section 5.3 hereofAcquired Aether Entities to, each of the parties hereto shall use take such actions as are commercially reasonable efforts and necessary, and Buyer and Parent shall reasonably cooperate with Seller in all material respects, to obtain all consents any consent with respect to any Material Contract that is to be assigned to Buyer pursuant to this Agreement and approvals of all third requires consent for the assignment thereof and any other consent, novation, approval or waiver that is required to be obtained from parties required under to any Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary Contract in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it hereby as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of Date (the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c"REQUIRED CONSENTS")) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN such actions by Seller or its Subsidiaries an Acquired Aether Entity shall not include any requirement of Seller or an Acquired Aether Entity to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (ii) Buyer shall pay all amounts owed to any licensor ("LICENSOR FEES") incurred in connection with obtaining any consent, novation, approval or waiver for any Contract set forth on Schedule 4.11(e), and Seller shall not be materially required to reimburse or otherwise bear, and adversely affected shall have no liability to Parent, Buyer or any other party for, any such Licensor Fees. Notwithstanding the foregoing, in the event Seller is unable, prior to the Closing Date, to obtain the consent, novation, approval or waiver of the other party to any Contract set forth on Schedule 4.11(e), Seller shall reimburse Parent or Buyer, as a the case may be, for any charges, penalties or other fees, as well as reasonable, directly related costs and expenses (but not Licensor Fees) actually paid by Parent or Buyer, as the case may be, to such other party that result directly from such failure, but only in an amount not to exceed $250,000 in the aggregate for all such Contracts. It is understood and agreed that (A) the amount of providing any such benefitscharges, penalties or other fees, as well as costs or expenses, shall not be included in the calculation of, and shall not be subject to, the Minimum Loss under Section 8.7 or the other monetary limitations set forth in Section 8.7 and (B) Parent and Buyer shall not be entitled to indemnification for the amount of any such charges, penalties or other fees, or costs or expenses, in excess of $250,000 under Article 8 or any other provision hereunder.

Consents. Without limiting Save as provided for herein, neither this Agreement nor any Ancillary Agreement effects an assignment of any Material Contract or any other Purchased Asset if applicable local Law would nevertheless deem this Agreement or any Ancillary Agreement to be an assignment, and such constructive assignment thereof, without the generality consent of Section 5.3 hereofa Third Party, each of would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto, and with respect to any such Material Contract or other Purchased Asset, the parties hereto shall Parties will use commercially reasonable best efforts to obtain all consents and approvals as promptly as practicable after the Closing the consent of all third parties required under Material Contracts and Material IP Agreements (but without the applicable Third Party or, alternatively, written confirmation from such Third Party reasonably satisfactory to the Parties that such consent is not required. In no event, however, will Seller or any payment of its Affiliates or Purchaser or its Affiliates be obligated to pay any money by WIN, its Subsidiaries to any Person or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary to offer or grant other financial or other accommodations to any Person or otherwise incur any Liability in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior obtaining any consent, waiver, confirmation, novation or approval with respect to the Closing. Each of the Parties hereto shall make any such Material Contract or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information and assistance as any of the parties hereto may reasonably request in connection with the foregoingPurchased Asset. Except for those consents and approvals set forth as required by in Section 7.1(d6.1(c), Section 6.2(c); Section 6.3(c) of the Disclosure Letter or Section 7.1(d) of this Agreement6.4(c), the failure by Purchaser or Seller to obtain any consent required consent, waiver, confirmation, novation or approval pursuant with respect to this Section 5.4 shall any such Material Contract or other Purchased Asset will not result in a delay of relieve any Party from its obligation to consummate the Contemplated Transactions at the Closing or be deemed to be unless such failure shall constitute a failure to satisfy any of the conditions set forth in Section 7.1 of this AgreementMaterial Adverse Effect. If any consent and when such consent, waiver, confirmation, novation or 428928/HOUDMS approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, Seller shall promptly transfer and assign such Material Contract or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder other Purchased Asset to Purchaser in accordance with this Agreement. For the avoidance of doubt nothing in this Section 2.12 shall apply to the Drilling Contracts subject of the Novation Agreements. Unless and until any Material Contract or other Purchased Asset is assigned, including Seller shall procure that the party to such Material Contract or owner of such Purchased Asset continue its corporate existence and shall hold such Material Contract, or Purchased Asset and any monies, goods or other benefits received thereunder as trustee for Purchaser and its Designated Affiliates in title absolutely. Purchaser shall (if such sub-contractingcontracting is permissible and lawful under the Material Contract in question), as sub-licensingcontractor, perform all the obligations under such Material Contract and, where sub-contracting is not permissible, Purchaser shall perform such obligations as agent and unless and until any such Material Contract is assigned, Seller shall give all such assistance as Purchaser may reasonably require to enable Purchaser to enforce its rights under such Material Contract and (without limitation) shall provide access to all relevant books, documents and other information in relation to such Material Contract as Purchaser may require from time to time. If a Third Party consent to assignment of a Material Contract is refused, or sub-leasing otherwise not obtained on terms reasonably satisfactory to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit Purchaser within 90 Business Days of the WCAS Subsrelevant Closing, with Purchaser shall be entitled to require Seller to serve proper notice to terminate that Material Contract. For the WCAS Subs assuming WIN’s or such Subsidiary’s obligationsavoidance of doubt, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries this Section 2.12 shall not be materially and adversely affected as apply to require the assignment or transfer by the Joint Venture of the rights or obligations of the Joint Venture under any Material Contract to which the Joint Venture is a result of providing such benefitsparty.

Consents. Without limiting the generality Promptly after execution of Section 5.3 hereofthis Agreement, each of the parties hereto shall Seller and Shareholder will apply for or otherwise seek, and use commercially reasonable their best efforts to obtain obtain, all consents consents, releases and approvals of all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the respect to Seller and/or Shareholder for consummation of the transactions contemplated hereby, including without limitation, those consents listed in Schedule 4.4 hereof (including estoppels and consents from the lessors under the Assigned Leases and consents to the assignment to PRGUSA of the Assigned Contracts) ("Consents"). Any charges imposed by this the lessors or other parties to the Assigned Contracts for such estoppels and consents shall be borne by Seller, and each of the Seller and Shareholder shall, jointly and severally, indemnify PRGUSA and PRGX against any loss or liability incurred by PRGUSA or PRGX resulting from Seller's and Shareholder's failure to pay such charges, in accordance with Article 6 hereof. Notwithstanding anything contained herein to the contrary, the receipt of any such Consents (other than the Consent and release of liens on the Purchased Assets of the Lenders under the Credit Agreement as described in Section 7.3 hereof, the Acknowledgement and Consent of InterVoice-Brite, Inc. in form and substance satisfactory to PRGUSA and an agreement acceptable to PRGUSA relating to an assignment of Seller's leasehold interest in certain equipment leased to Seller from LaSalle National Leasing Corporation and described on Schedule 4.16 hereof) shall not be a condition precedent to the Closing and the Ancillary Agreements prior occurrence of the Closing will not constitute a waiver of Seller's and Shareholder's obligation to obtain the Consents. After the Closing. Each of the Parties hereto , Seller shall make or cause continue to be made all filings use its best efforts and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate assist and cooperate with each other PRGUSA in exchanging obtaining all such information and assistance as any of the parties hereto may reasonably request in connection with the foregoingConsents. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, the The failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of Consents after the Closing or shall be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing subject to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit indemnification provisions of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefitsSection 6.1 hereof.

Consents. Without limiting If there are any Material consents that have not been obtained (or otherwise are not in full force and effect) at the generality time of Section 5.3 the related Closing, then, notwithstanding Sections 2.1 and 2.5 hereof, each neither this Agreement nor the Xxxx of Sale shall constitute a sale, assignment, assumption, transfer, conveyance or delivery, or an attempted sale, assignment, assumption, transfer, conveyance or delivery, of the parties hereto contracts, agreements or Permits as to which such Material consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”). Following the related Closing, the Parties shall use commercially reasonable efforts (which efforts shall not include the payment of any consideration by the Seller except as set forth on Schedule 2.4), for a reasonable period, and cooperate with each other, to attempt to obtain all the Material consents and approvals relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of all third parties required under such Material Contracts and consents relating to any Restricted Material IP Agreements (but without any payment of money by WINContract, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such information any reasonable and assistance as any lawful arrangements designed to provide to the one or more of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(dBuyer Companies (as appropriate) of the Disclosure Letter or Section 7.1(d) of this Agreement, the failure to obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreementburdens of use of each Restricted Material Contract for its term (or any right or benefit arising thereunder, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce enforcement for the benefit of one or more the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, Buyer Companies (as appropriate) of any and all rights of WIN and its Subsidiaries the Seller against a third party thereto; providedPerson thereunder. If and when a Material consent for the sale, howeverassignment, that WIN assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, the Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to one or its Subsidiaries more of the Buyer Companies, and such company(ies), as appropriate, shall not be materially assume the obligations under the Restricted Material Contract assigned to it/them from and adversely affected as after the date of assignment to it/them pursuant to a result special-purpose assignment and assumption agreement substantially similar in terms to those of providing the Xxxx of Sale (which special-purpose agreement the parties shall prepare, execute and deliver at the time of such benefitstransfer).

Consents. Without limiting (a) During the generality of Section 5.3 hereofPre-Closing Period, each of Buyer and Sellers shall, and Sellers shall cause the parties hereto shall Acquired Companies to, use commercially reasonable efforts to give all notices to, and obtain all consents and approvals of all third parties required under Material Contracts and Material IP Agreements Consents (but without any payment of money by WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary in connection with which may be conditioned on the consummation of the transactions contemplated by this Agreement) from, all Persons required pursuant to any Material Contract; provided, however, that no Seller nor any of its Affiliates shall have any obligation to (i) amend or modify any Contract, (ii) modify, relinquish, forbear or narrow any rights, (iii) pay any consideration to any Person for the purpose of obtaining any such Consent, or (iv) create any Subsidiary of any Acquired Company or otherwise restructure any Acquired Company. (b) Buyer acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Assigned Contracts or any Acquired Company Contracts and the Ancillary Agreements that such Consents and waivers may not be obtained prior to the Closing. Each of the Parties hereto shall make or cause Closing and are not conditions to be made all filings and submissions under Laws applicable to it as may be required for the consummation of the transactions contemplated by this Agreement hereby. Sellers and the Ancillary Agreements. Each WCAS Sub and WIN their respective Affiliates shall coordinate and cooperate with each other in exchanging such information and assistance as not have any Liability whatsoever to Buyer arising out of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, relating to the failure to obtain any consent such Consents or approval the termination of any Contract as a result of the transactions contemplated hereby, and Buyer acknowledges that no representation, warranty, covenant or agreement of Sellers contained herein shall be breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent or waiver, (ii) any such termination, or (iii) any Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or waiver or any such termination, in each case except to the extent resulting from a breach by Sellers of any agreement or covenant required to be performed or complied with by Sellers pursuant to this Section 5.4 shall not result in a delay of 5.5 (but subject to the Closing or be deemed to be a failure to satisfy any of the conditions other limitations on Liability set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected as a result of providing such benefits.

Consents. Without limiting (a) During the generality of Section 5.3 hereofPre-Closing Period, each of Buyer and Seller shall, and Seller shall cause the parties hereto shall Acquired Companies to, use commercially reasonable best efforts to give all notices to, and obtain all consents Consents from, all Persons required pursuant to the Contracts set forth in Section 5.5(a) of the Seller Disclosure Schedules; provided, however, that Seller shall not have any obligation to (i) amend or modify any Contract, (ii) pay any consideration to any Person for the purpose of obtaining any such Consent from such Person or (iii) pay any costs and approvals expenses of all third parties required under Material Contracts any Person necessary to obtain such Consent from such Person, which costs and Material IP Agreements expenses (but without if any) shall be split equally between Seller and Buyer; provided, that, unless already considered in the Closing Net Debt Amount, any payment of money by WIN, its Subsidiaries fees and expenses incurred at or Affiliates) and all material licenses, permits, authorizations and approvals of all Governmental Entities necessary following the Closing in connection with the prepayment or repayment of any amounts outstanding to any financial institution and payable to such institutions pursuant to their Contracts with the Acquired Companies as a result of the consummation of the transactions contemplated hereby shall be borne solely by Seller unless Buyer voluntarily determines to repay such Indebtedness early, in which event Buyer shall bear any prepayment penalties. (b) Buyer acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing. Each of the Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for from parties to the Contracts to which any Acquired Company is party and that such Consents and waivers may not be obtained prior to Closing and are not conditions to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby. Each WCAS Sub and WIN Seller shall coordinate and cooperate with each other in exchanging such information and assistance as not have any liability whatsoever to Buyer arising out of the parties hereto may reasonably request in connection with the foregoing. Except for those consents and approvals set forth in Section 7.1(d) of the Disclosure Letter or Section 7.1(d) of this Agreement, relating to the failure to obtain any consent such Consents or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any of the conditions set forth in Section 7.1 of this Agreement. If any consent or approval required in connection with the assignment or transfer termination of any contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the rights of WIN or its Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be materially and adversely affected Contract as a result of providing the transactions contemplated hereby, except in connection with a breach of Section 3.5; provided, that for a period of ninety (90) days following the Closing Date, Seller shall reasonably cooperate with Buyer and the Acquired Companies and use its commercially reasonable efforts to obtain any Consent not obtained prior to Closing. Buyer acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such benefitsConsent or waiver, (ii) any such termination or (iii) any Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or waiver or any such termination, in each case of clauses (i) through (iii), so long as such Consent was disclosed in Section 3.5 of the Seller Disclosure Schedules.