Common use of Covenants of the Company Relating to the Arrangement Clause in Contracts

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall perform all obligations required to be performed by the Company under this Agreement, cooperate with the other Parties in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and use its commercially reasonable efforts do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement Transactions and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (ia) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements or amendments that are necessary under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case on terms satisfactory to the Purchaser, acting reasonably but without being required to pay or provide a commitment to pay any consideration in respect thereof; (c) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement, as soon as reasonably practicable; (d) using its commercially reasonable efforts to facilitate discussions among the Purchaser and any other third parties with whom the Company has business relations as may be reasonably requested by the Purchaser; (e) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiif) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangementtransactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any notice or other communication from any Person (other than Governmental Entities in connection with the Required Regulatory Approvals, which shall be governed by Section 4.4) alleging that the consent of, or notice to, such Person (or waiver, permit, exemption, order, approval, agreement, amendment another Person) is or confirmation) of such Person is may be required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iiib) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates in connection with Subsidiaries, the Joint Venture Interests, or that relate to this Agreement or the ArrangementArrangement other than in connection with obtaining the Required Regulatory Approvals which approvals shall be governed by Section 4.4; or (c) any notice or other written communication from any material joint venture partner, contractor, consultant, Aboriginal Group, union, supplier, customer, distributor, lessor, landlord, creditor or other Person with whom the Company or any of its Subsidiaries has a material business relationship to the effect that such joint venture partner, contractor, consultant, Aboriginal Group, union, supplier, customer, distributor, lessor, landlord, creditor, surety or other Person is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the transactions contemplated hereby or the taking by any such joint venture partner, contractor, consultant, Aboriginal Group, union, supplier, customer, distributor, lessor, landlord, creditor, surety or other Person of any action which may have a Material Adverse Effect; (d) any notice or other communication from any joint venture partner, Aboriginal Group, Governmental Entity or surety relating to this Agreement or the transactions contemplated under this Agreement; or (e) to the extent permitted by, and in full compliance with, Law, any notice, whistleblower complaint, other communication received by the Company, its Subsidiaries or their respective Representatives from any Person alleging that the Company or any of its Subsidiaries or their respective Representatives has: (i) violated or is violating any provision of Canada’s Corruption of Foreign Public Officials Act, the United States’ Foreign Corrupt Practices Act, and the United Kingdom’s Bribery Act or any applicable Law of similar effect (collectively, “Applicable Anti-Corruption Laws”); (ii) made or authorized any contribution, payment or promise to make payment of any money, gift, loan, reward, advantage or benefit of any kind, directly or indirectly, to or for the benefit of a Government Official to influence any act or omission of any Government Official or Governmental Entity; (iii) used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal; (iv) used or is using any corporate funds for any direct or indirect illegal payments to any Government Officials; (v) established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; (vi) made, offered to pay, promised to pay or authorized any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature; (vii) been or is subject to any investigation by any governmental authority or regulatory agency regarding any actual, alleged or potential violation of, or failure to comply with, Applicable Anti-Corruption Laws; (vii) failed to maintain internal controls or books, records or accounts in accordance with Applicable Anti-Corruption Laws; or (viii) failed, in any material respect, to adhere to the requirements of the Company’s or any of its Subsidiaries’ anti-corruption compliance program.

Covenants of the Company Relating to the Arrangement. (a1) Subject to Section 4.5, which shall govern in relation to the terms and conditions of this AgreementRegulatory Approvals, the Company shall perform perform, and shall cause the Subsidiary to perform, all obligations required to be performed by the Company or the Subsidiary under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to, subject to complete the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries the Subsidiary to: (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or the Subsidiary with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary to be obtained under the Material Contracts and the Leases in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts and the Leases in full force and effect following completion of the Arrangement, which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiary relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Company Material Adverse Effect or any change, event, development, occurrence, effect, circumstance or state of facts which would reasonably be expected to have a Company Material Adverse Effect, subject to compliance with applicable competition or anti-trust Laws; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementAgreement; (iic) unless prohibited by Law, any notice or other communication from any a Governmental Entity in connection with this Agreement (and the Company shall and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); (d) any shareholder litigation against the Company or, to the knowledge of the Company, any of its directors or officers relating to this Agreement or the Arrangement, and in any event within 48 hours of when the Company receives notice of the commencement of any such litigation, and thereafter keep the Purchaser reasonably informed of the status of such shareholder litigation; or (iiie) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with the Subsidiary or that relate to this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, each of the Company and CRC shall perform all obligations required to be performed by the Company it under this Agreement, cooperate with the other Parties Canopy Growth and Tweed NB in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, each of the Company and CRC, as applicable, shall and, where appropriate, shall cause its subsidiaries to: (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other PartiesCanopy Growth, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, ; provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other PartiesCanopy Growth, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement. (b) The Each of the Company and CRC, as applicable, shall promptly notify the other Parties Canopy Growth of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company or CRC, as applicable, shall contemporaneously provide a copy of any such written notice or communication to the other PartiesCanopy Growth); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its CRC or their respective affiliates in connection with this Agreement or the Arrangement. (c) CRC shall not, unless pursuant to the VM ROFR, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of any of the TerrAscend Securities or Vert Mirabel Securities to any Person, (ii) grant any proxies or power of attorney in respect of the TerrAscend Securities or Vert Mirabel Securities or deposit any of the TerrAscend Securities or Vert Mirabel Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or (iii) agree to take any of the actions described in the foregoing clauses (i) and (ii). (d) The Company shall not assign or terminate the Trademark License except as specifically contemplated by this Agreement. (e) CRC shall not assign or terminate the Tweed NB Agreement except as specifically contemplated by this Agreement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Purchaser and Parent in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary or advisable to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist in effecting the resignations of each member of the Board and the board of directors of each of the Company’s Subsidiaries (in each case to the extent requested by Purchaser), and causing them to be replaced by Persons nominated by Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection material supplier, marketing partner, customer, distributor or reseller to the effect that such supplier, marketing partner, customer, distributor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement (and or the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties)Arrangement; or (iiid) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or Company, its affiliates in connection with this Agreement Subsidiaries or the ArrangementCompany Assets. (3) The Company will, in all material respects, conduct itself so as to keep the Purchaser and Parent fully informed as to the material decisions outside of the Ordinary Course required to be made or actions required to be taken with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of confidentiality obligation owed to a third party for which a waiver could not be obtained.

Covenants of the Company Relating to the Arrangement. (a1) Subject to Section 4.4 which shall govern in relation to obtaining the Required Regulatory Approvals and subject to the other terms and conditions of this Agreement, the Company shall, shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause the Non-Controlled Entities to use commercially reasonable efforts to, perform all obligations required to be performed by the Company Company, any of its Subsidiaries or any of the Non-Controlled Entities under this Agreement, cooperate with the other Parties Purchasers in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoingforegoing (but subject to Section 4.4 which shall govern in relation to obtaining the Required Regulatory Approvals and subject to the other terms and conditions of this Agreement), the Company shall shall, and, where appropriate, shall cause its subsidiaries Subsidiaries to and shall use commercially reasonable efforts to cause the Non-Controlled Entities to: (ia) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it, any of its Subsidiaries or the Non-Controlled Entities with respect to this Agreement or the Arrangement; (b) use its commercially reasonable efforts to effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities from the Company, its Subsidiaries or the Non-Controlled Entities relating to the Arrangement, including as needed to maintain in full force and effect any Authorization held by the Company, its Subsidiaries or the Non-Controlled Entities (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(b) are set out in Article 6); (c) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary or advisable in connection with the Agreement, including as needed to maintain in full force and effect any Authorization held by the Company, its Subsidiaries or the Non-Controlled Entities; or (B) necessary or advisable under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case on terms satisfactory to the Purchasers, acting reasonably and without paying or providing a commitment to pay any consideration in respect thereof without the prior written consent of the Purchasers (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(c) are set out in Article 6); (d) use its commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchasers, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding Proceeding without the prior written approval of the other PartiesPurchasers, not to be unreasonably withheld, conditioned or delayeddelayed (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(d) are set out in Article 6); (iie) use its commercially reasonable efforts to satisfy all conditions precedent assist in this Agreement obtaining the resignations and carry out customary mutual releases (in forms satisfactory to the terms Purchasers, acting reasonably) of each member of its Board and the board of directors of each of its wholly-owned Subsidiaries, and the Company’s or its Subsidiaries’ designated or nominated directors on the board of directors (or equivalent body) of each of its non-wholly owned Subsidiaries and the Non-Controlled Entities, (in each case to the extent requested by the Purchasers) and causing them to be replaced by Persons designated or nominated, as applicable, by the Purchasers effective as of the Interim Order and Effective Time; (f) either cause APLP, in its capacity as the Final Order applicable holder of common shares of the AP Preferred Equity Issuer, to (i) vote all common shares of the AP Preferred Equity Issuer held by it and comply promptly with all requirements imposed by Law on it with respect to this Agreement in favour of the AP Preferred Equity Issuer Continuance or (ii) pass written resolutions approving the ArrangementAP Preferred Equity Issuer Continuance; and (iiig) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchasers orally and, promptly thereafter, in writing of: (ia) any Material Adverse Effect after the date hereof; (b) unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementArrangement or the transactions contemplated hereby or thereby; (iic) unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any Person (other than Governmental Entity Entities in connection with the Required Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) in connection with the transactions contemplated by this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchasers); or; (iiid) unless prohibited by Law, any material filing, action, suit, claim, investigation or proceeding Proceeding commenced or, to its the Company’s knowledge, threatened against, relating to or involving or otherwise affecting (a) the Company, its Subsidiaries, the Company Assets and/or, to the knowledge of the Company, the Non-Controlled Entities or its affiliates in connection with (b) this Agreement or the Arrangement; and (e) any negotiations in respect of the Collective Agreements. In particular, the Company shall (i) provide the Purchasers with timely notice of the demands being made by the applicable Unions; and (ii) not enter into any Collective Agreement without the Purchasers’ express prior written consent.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions provisions of this Agreement, the Company shall perform perform, and shall cause its subsidiaries to perform, all obligations required to be performed by the Company or any of its subsidiaries under this Agreement, cooperate reasonably co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to, subject to complete the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries to: (i) other than use all commercially reasonable efforts to obtain and assist the Purchaser in connection with obtaining the all required Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its all commercially reasonable efforts to satisfy all conditions precedent in this Agreement that it shall satisfy and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its subsidiaries with respect to this Agreement or the Arrangement; (iii) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) reasonably necessary to be obtained under any Material Contract in connection with the Arrangement or (B) required in order to maintain any Material Contract in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that the receipt of any such consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations is not a condition to the consummation of the Arrangement); (iv) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its subsidiaries relating to the Arrangement; (v) use all commercially reasonable efforts to, upon prior written approval of the Purchaser, oppose, appeal, overturn, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its subsidiaries is a party or brought against it or any of it subsidiaries or any of their respective directors or officers challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby; (vi) at the Purchaser’s request, use its commercially reasonable efforts to secure the resignations and customary releases in favour of the Company (in a form satisfactory to the Purchaser, acting reasonably) of the directors of the Company and, to the extent requested by the Purchaser in writing, its subsidiaries, and to the extent required by the Purchaser cause them to be replaced by persons nominated by the Purchaser effective as of the Effective Time; and (iiivii) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b) The Company shall promptly notify the other Parties Purchaser in writing of: (i) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or fact which would reasonably be expected to have a Material Adverse Effect; (ii) unless prohibited by Law, any notice or other communication received by the Company or any of its subsidiaries from any Person person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person person (or another person) is or may be required in connection with this Agreement or the ArrangementArrangement (including a copy of any such written notice or communication); (iiiii) unless prohibited by Law, any notice or other communication received by the Company or any of its subsidiaries from any supplier, customer or any counterparty to a Material Contract to the effect that such supplier, customer, or counterparty is terminating or otherwise materially adversely modifying its relationship with the Company or any of its subsidiaries as a result of this Agreement or the Arrangement (including a copy of any such written notice or communication); (iv) any notice or other communication from any Governmental Entity (including any Securities Authority) in connection with this Agreement or the Arrangement (and subject to applicable Laws, the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiv) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates in connection with subsidiaries that are material or, whether or not material, that relate to this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall will perform all obligations required to be performed by the Company under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries towill: (ia) other than use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it; (b) use all commercially reasonable efforts to effect all necessary, or in the reasonable opinion of the Purchaser advisable, registrations, filings and submissions of information required by Governmental Entities from the Company, in connection with the Arrangement and keep the Purchaser reasonably informed as to the status of all proceedings relating to obtaining the Regulatory Approvalsall necessary approvals of such Governmental Entities, which shall be governed by the provisions including providing copies of Section 4.4, all applications and notifications; (c) use its all commercially reasonable efforts, upon reasonable consultation with the other Parties, efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiid) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b2) The Company shall will, to the extent not precluded by applicable Law, promptly notify the other Parties Purchaser in writing when it becomes aware of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or other Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with the Arrangement or this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiid) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the ArrangementCompany Assets.

Covenants of the Company Relating to the Arrangement. (a) Subject to The Company covenants and agrees that, during the terms and conditions period from the date of this AgreementAgreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company it shall and shall cause its Subsidiaries to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Hudbay in connection therewith, and do all such other commercially reasonable acts and things as may be reasonably necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, effective the Arrangement and, without limiting the generality of the foregoing, transactions contemplated in this Agreement and the Company shall andshall, where appropriate, and shall cause its subsidiaries Subsidiaries to: (ia) other than in connection with obtaining respect of the Regulatory Approvals, which shall be governed by the provisions of Section 4.45.8, use its commercially reasonable effortsefforts to effect all necessary registrations, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion filings and submissions of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against information required by Governmental Entities from it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent Subsidiaries relating to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedArrangement; (iib) use its commercially reasonable efforts to obtain all third party consents, approvals and notices required under any of the Material Contracts; (c) defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (d) other than in respect of the Regulatory Approvals, which shall be governed by Section 5.8, use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiie) use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under section 3(a)(10) of the U.S. Securities Act and applicable U.S. state securities laws; (f) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement.Arrangement or the transactions contemplated by this Agreement; and (bg) The Company shall promptly notify the other Parties Hudbay of: (i) any Company Material Adverse Effect or change, effect, event, occurrence or state of facts or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates Subsidiaries in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the The Company shall and shall cause its Subsidiaries to use commercially reasonable efforts to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Xxxxxx in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon promptly as reasonably practicable, the Arrangement transactions contemplated in this Agreement and, without limiting the generality of the foregoing or the obligations in Section 2.5 of this Agreement, the Company shall and, where applicable, shall cause its Subsidiaries to: (a) subject to Section 5.4(a), apply for and use commercially reasonable efforts to obtain, as applicable, and assist Xxxxxx in obtaining the Regulatory Approvals. Without limiting the generality of the foregoing, the Company shall andpromptly provide such information and assistance as may be reasonably requested by Xxxxxx to assist in preparing the submission or filings to the Commissioner in furtherance of obtaining Competition Act Approval, where appropriateincluding submitting as reasonably practicable, as requested by Xxxxxx, the prescribed form of pre-merger notification under Part IX of the Competition Act and shall cause its subsidiaries to: (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy, upon as promptly as reasonably practicable, any requests for information and documentation it receives (or which Xxxxxx receives and in respect of which it requests information from the Company) from any Governmental Entity in respect of any Regulatory Approval. The Company will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by Xxxxxx in connection with Section 5.4, including providing Xxxxxx with copies in advance and a reasonable consultation opportunity to comment on all notices, submissions, filings and information supplied to or filed with any Governmental Entity (except for notices and information which the Company, acting reasonably, considers highly confidential and competitively sensitive, which then shall be provided on an outside counsel only basis to external counsel for Xxxxxx), and all notices and correspondence received from any Governmental Entity. The Company shall not attend any meetings in which substantive matters or matters that relate to the timing of any Regulatory Approval are discussed, whether in person or by telephone, with any Governmental Entity in connection with the other Partiestransactions contemplated by this Agreement, unless it provides Xxxxxx with a reasonable opportunity to opposeattend such meetings; (b) use its commercially reasonable efforts to obtain as promptly as reasonably practicable following execution of this Agreement all third party consents, lift or rescind approvals and notices required under any injunction, restraining of the Material Contracts; (c) use its commercially reasonable efforts to defend all lawsuits or other orderlegal, decree regulatory or ruling seeking other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (d) subject to restrainapplicable Law, enjoin or otherwise prohibit or adversely affect make available and cause to be made available to Xxxxxx, and the agents and advisors thereto, information reasonably requested by Xxxxxx for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of Xxxxxx and the Company following completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging confirming the Arrangement or representations and warranties of the Company set out in Section 3.1 of this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement all in accordance with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedSection 7.2; (iie) to the extent not provided to Xxxxxx on or prior to the date of this Agreement, provide to Xxxxxx during the 30-day period following the date of this Agreement the past 4 years of material filed Tax Returns for the Company and each Company Material Subsidiary in existence as of the date of this Agreement, all material Tax Returns filed after the date of this Agreement that pertain to the March 31, 2010 year end, and any other material Tax Return that is considered materially relevant; and (f) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the ArrangementOrder. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms The Company shall, and conditions of this Agreementshall cause its subsidiaries to, the Company shall perform all obligations required or desirable to be performed by the Company or any of its subsidiaries under this Agreement, cooperate co-operate with the other Parties Acquiror in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated in this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriateapplicable, shall cause its subsidiaries to: (ia) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to the Company or any of its subsidiaries and the Company shall file as soon as reasonably practicable with all applicable Governmental Entities all notices, applications, submissions or other than documents or information required and, without limiting the foregoing, the Company shall use its commercially reasonable efforts to satisfy, as soon as reasonably possible, any requests for information and documentation received from any Governmental Entity in connection with such approval; and, in doing so, keep Acquiror reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvalssuch approvals, including providing Acquiror with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Acquiror’s outside counsel on an “external counsel” basis), in order for Acquiror to provide its comments thereon, which shall be governed by the provisions of Section 4.4, use its commercially given due and reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedconsideration; (iib) use its commercially reasonable efforts to satisfy all conditions precedent in obtain as soon as practicable following execution of this Agreement all third-party consents, approvals and carry notices required under, and shall obtain all amendments reasonably requested by the Acquiror in respect of, any Material Contracts and all Key Third Party Consents, all as set out in the terms of Company Disclosure Letter; (c) defend all lawsuits or other legal, regulatory or other proceedings against the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to Company challenging or affecting this Agreement or the Arrangementconsummation of the transactions contemplated hereby; (d) use commercially reasonable efforts to assist Acquiror in making the necessary arrangements to restructure, payout or otherwise deal with Acquiror’s and the Company’s indebtedness; (e) the required notification of concentrations as set forth in articles 86 through 93 of the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica) will be filed by the Company with the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica; hereinafter referred to as “COFECE”, after its Spanish acronym) in order to comply with the Mexican Federal Economic Competition Law; and (iiif) not take any actionuntil the earlier of the Effective Time and termination of this Agreement, or refrain from taking any commercially reasonable actionthe Company shall, or permit any action subject to applicable Law, make available and cause to be taken or any commercially reasonable action not made available to be takenAcquiror, which is inconsistent with this Agreement or which would and the agents and advisors thereto, information reasonably be expected to preventrequested by Acquiror for the purposes of preparing, materially delay or otherwise impede considering and implementing integration and strategic plans for the completion combined businesses of the Arrangement. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (Acquiror and the Company shall contemporaneously provide a copy following the Effective Date and confirming the representations and warranties of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates set out in connection with this Agreement or the ArrangementAgreement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform all obligations required or desirable to be performed by the Company under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries toshall: (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (i) other than necessary or advisable to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement; or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration not otherwise payable under the Material Contracts (other than nominal consideration) or incurring any liability or obligation not otherwise provided for under the Material Contracts without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist in effecting the resignations of each member of the Board (to the extent requested by Purchaser) and the board of directors of any of the Company’s subsidiaries, and causing them to be replaced by Persons nominated by Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection material supplier, marketing partner, customer, distributor or reseller to the effect that such supplier, marketing partner, customer, distributor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company as a result of this Agreement (and or the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); orArrangement; (iiid) any material filing, actionactions, suitsuits, claimclaims, investigation investigations, audits or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or the Company Assets; (e) any notice or other communication from any Government Entity in Albania; or (f) any change in a material fact or material matter made available or included in the Data Room. (3) The Company will, in all material respects, conduct itself so as to keep the Purchaser fully informed as to the material decisions outside of the Ordinary Course required to be made or actions required to be taken with respect to the operation of its affiliates in connection with this Agreement or the Arrangementbusiness. (4) The Company will deliver an executed Company Disclosure Letter by no later than September 12, 2014.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (ia) use commercially reasonable efforts to satisfy all conditions in Article 6 of this Agreement and take all steps set forth in the Interim and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use commercially reasonable efforts to obtain and maintain all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary or advisable in connection with obtaining the Regulatory ApprovalsArrangement, which shall (B) required to be governed by obtained under the provisions Material Contracts in connection with the Arrangement or (C) required in order to maintain the Material Contracts in full force and effect following completion of Section 4.4the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser; (c) use its commercially reasonable effortsefforts to effect all necessary registrations, upon filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use commercially reasonable consultation with efforts to, on prior written approval of the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other orderOrder, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided, provided that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment judgement or settlement with respect to any such proceeding Proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedPurchaser; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; (f) use commercially reasonable efforts to assist in effecting the resignations and mutual releases (in a form satisfactory to the Parties, acting reasonably), as applicable, of each member of the Board and the boards of directors of the Company’s Subsidiaries in their capacities as such (in each case (other than any JLL Nominee) and to the extent requested by Purchaser), and causing them to be replaced by Persons nominated by Purchaser effective as of the Effective Time; and (g) indemnify and save harmless the Purchaser and its affiliates and their respective directors, officers, employees, advisors and agents from and against any and all liabilities, claims demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Purchaser and its affiliates and their respective directors, officers, employees, advisors and agents may be subject or which the Purchaser and its affiliates and their respective directors, officers, employees, advisors and agents may suffer, whether under the provisions of any Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any Misrepresentation or alleged Misrepresentation in the Company Circular; (ii) any Order made or Proceeding by any Securities Authority or other Governmental Entity based upon any Misrepresentation in the Company Circular or in any material filed by or on behalf of the Company in compliance or intended compliance with Securities Laws; and (iii) the Company not complying with any requirement of Laws in connection with the transactions contemplated by this Agreement; except that the Company shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely upon any Misrepresentation based on information included in the Company Circular provided by the Purchaser or its Representatives in writing for inclusion in the Company Circular or the non-compliance by the Purchaser with any requirement of Laws in connection with the transactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchaser in writing of the occurrence after the date of this Agreement of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication received by the Company, its Subsidiaries or Representatives from any Person alleging that the consent (or waiver, permit, exemption, orderOrder, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication received by the Company, its Subsidiaries or Representatives from any supplier, partner, customer, distributor or reseller whose relationship is material to the Company or any of its Subsidiaries to the effect that such supplier, partner, customer, distributor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; (d) any notice or other communication received by the Company, its Subsidiaries or Representatives from any Person alleging that the Company or any of its Subsidiaries or their respective directors, executives, officers, representatives, agents or employees has: (i) used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that is illegal; (ii) used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees; (iii) violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada) or any Law of similar effect; (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties or (v) made any bribe, rebate, payoff, influence payment, kickback or other payment of any nature, in each case that is a violation of Law; (e) any notice or other communication received by the Company, its Subsidiaries or Representatives from any Governmental Entity in connection with this Agreement or the Arrangement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiif) any material filing, action, suit, claim, investigation or proceeding Proceedings commenced or, to its knowledge, threatened against, relating to or involving against or otherwise affecting affecting, the Company Company, its Subsidiaries or its affiliates in connection with that relate to this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (ia) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it; (b) use all commercially reasonable efforts to obtain and maintain all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary or advisable to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement (including the Key Consents), which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, upon filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable consultation with efforts to, on prior written approval of the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) assist in obtaining the resignations and releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and each member of the board of directors of the Company’s Subsidiaries, and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited any notice or other communication from any supplier, marketing partner, licensor of Intellectual Property or Technology, customer, distributor, dealer-owner or reseller to the effect that such supplier, marketing partner, licensor of Intellectual Property or Technology, customer, distributor, dealer-owner or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; (d) any notice or other communication from any customer alleging a defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to such customer; (e) any notice or other communication from any bargaining agent representing Company Employees giving notice to bargain and as permitted by Law, copies of any proposals tabled by any such bargaining agent that, if implemented, would materially modify the terms of a Collective Agreement; (f) any notice or other communication from any Governmental Entity in connection with this the Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiig) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or Company, its affiliates in connection with this Agreement Subsidiaries or the ArrangementCompany Assets. (3) The Company will, in all material respects, subject to applicable law, conduct itself so as to keep the Purchaser fully informed as to the material decisions required to be made or actions required to be taken with respect to the operation of its business. (4) The Company shall, at its own expense, obtain the Fairness Opinion and Formal Valuation and provide copies of each to the Purchaser immediately upon receipt thereof by the Company.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms The Company shall, and conditions of this Agreementshall cause its subsidiaries to, the Company shall perform all obligations required or desirable to be performed by the Company or any of its subsidiaries under this Agreement, cooperate co-operate with the other Parties Acquiror in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated in this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriateapplicable, shall cause its subsidiaries to: (ia) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to the Company or any of its subsidiaries and the Company shall file as soon as reasonably practicable with all applicable Governmental Entities all notices, applications, submissions or other than documents or information required and, without limiting the foregoing, the Company shall use its commercially reasonable efforts to satisfy, as soon as reasonably possible, any requests for information and documentation received from any Governmental Entity in connection with such approval; and, in doing so, keep Acquiror reasonably informed as to the status of the proceedings related to obtaining such approvals, including providing Acquiror with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to the Regulatory ApprovalsAcquiror’s outside counsel on an “external counsel” basis), in order for the Acquiror to provide its comments thereon, which shall be governed by the provisions of Section 4.4, use its commercially given due and reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedconsideration; (iib) use its commercially reasonable efforts to satisfy all conditions precedent in obtain as soon as practicable following execution of this Agreement all third-party consents, approvals and carry notices required under, and shall obtain all amendments reasonably requested by the Acquiror in respect of, any Material Contracts and all Key Third Party Consents, all as set out in the terms of Company Disclosure Letter; (c) defend all lawsuits or other legal, regulatory or other proceedings against the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to Company challenging or affecting this Agreement or the Arrangement; andconsummation of the transactions contemplated hereby; (iiid) it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise significantly impede the making or completion of the Arrangement.Plan of Arrangement except as permitted by this Agreement; and (be) The until the earlier of the Effective Time and termination of this Agreement, the Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waivershall, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by subject to applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (make available and cause to be made available to the Acquiror, and the agents and advisors thereto, information reasonably requested by the Acquiror for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Acquiror and the Company shall contemporaneously provide a copy following the Effective Date and confirming the representations and warranties of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates set out in connection with this Agreement or the ArrangementAgreement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, 4.5): (i) use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any lawsuits or proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding without the prior written approval of the other PartiesPurchaser, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (iiiv) unless prohibited by Law, any notice use commercially reasonable efforts to obtain and maintain all third party or other communication from any Governmental Entity consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are ( A) required under the Material Contracts in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement., or

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate in good faith with the other Parties Purchaser and the Parent in connection therewith, therewith and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall shall, and, where appropriateas applicable, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4): (a) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, clearances, exemptions, orders, approvals, agreements, authorizations, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying or incurring, and without committing itself or the Purchaser to pay or incur, any consideration, liability or obligation, in each case without the prior written consent of the Purchaser; (c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it or its Subsidiaries in connection with or relating to the Arrangement or the other transactions contemplated by this Agreement; (d) promptly advise the Purchaser of any written communication from or claims brought by (or threatened to be brought by) any Person (other than a Company Shareholder or other Company Securityholder) in opposition to the Arrangement (except for non-substantive communications), and use commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind or otherwise have terminated any injunction, restraining or other order, decree decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided, provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement or other resolution with respect to any such proceeding Action without the prior written approval consent of the other Parties, Purchaser (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned); (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking fail to take any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the other transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist in obtaining the resignations and mutual releases (in a form satisfactory to the Parties, acting reasonably) of each member of the Board and each member of the board of directors of the Company’s Subsidiaries, and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time. (b2) The Subject to applicable Law, the Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that (i) the consent (or waiver, permit, clearance, exemption, order, approval, agreement, authorization, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementArrangement or (ii) such Person is terminating or otherwise materially modifying a Material Contract, or (iii) the transactions contemplated by this Agreement would result in a breach of a Material Contract; (iic) unless prohibited other than in connection with the Regulatory Approvals (which shall be governed by LawSection 4.4), any written notice or other communication from any Governmental Entity in connection with this Agreement, the Arrangement or the other transactions contemplated by this Agreement (and and, to the Company shall contemporaneously extent permitted by Law, promptly provide a copy of any such written notice or communication to the other PartiesPurchaser); orand (iiid) any material filing, action, suit, claim, investigation or proceeding Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company Company, any of its Subsidiaries or its affiliates in connection with and their respective assets that relate to this Agreement or the Arrangement, in each case to the extent that such Action would reasonably be expected to impair, impede, materially delay or prevent the Company from performing its obligations under this Agreement. (3) The Purchaser’s receipt of information pursuant to Section 4.2(2) or otherwise shall not operate as a waiver (including with respect to Article 6), diminish the scope of, or otherwise affect any representation, warranty, covenant or agreement of the Company in this Agreement. (4) The Company shall ensure that it has available (on hand or through capacity under the Credit Facility) funds to pay the Termination Fee, if payable.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms The Company shall, and conditions of this Agreementshall cause its subsidiaries to, the Company shall perform all obligations required to be performed by the Company or any of its subsidiaries under this Agreement, cooperate co-operate with the other Parties Acquiror in connection therewith, and do all such other commercially reasonable acts and things as may be reasonably necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated in this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriateapplicable, shall cause its subsidiaries to: (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (iia) use its commercially reasonable efforts to satisfy obtain, as soon as practicable following execution of this Agreement, all conditions precedent third-party consents, approvals and provide any notices required under any Material Contracts and all Key Third Party Consents, all as set out in this Agreement the Company Disclosure Letter; (b) use commercially reasonable efforts to assist Acquiror in making the necessary arrangements to restructure, payout or otherwise deal with the Company Credit Facilities and carry out the terms other indebtedness of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the ArrangementCompany; and (iiic) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement. (b) The Company shall promptly notify the other Parties Acquiror of: (i) any notice or other communication in writing from any Person person received by the Company alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person person is required in connection with this Agreement or the Arrangement, or (ii) that such person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company as a result of this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication in writing from any Governmental Entity received by the Company in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesAcquiror); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledgethe knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting the Company or its affiliates subsidiaries in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, appropriate shall cause its subsidiaries Subsidiaries to: (i) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; (ii) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary or advisable under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case on terms satisfactory to the Purchaser, acting reasonably; (iii) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this AgreementAgreement or the transactions contemplated thereby; provided, provided that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding Proceeding without the prior written approval of the other PartiesPurchaser, not to be unreasonably withheld, conditioned or delayed;; and (iiiv) use its commercially reasonable efforts to satisfy all conditions precedent assist in this Agreement causing each member of its Board and carry out the terms board of directors of each of its Subsidiaries’, to the extent requested by the Purchaser, to be replaced by Persons designated or nominated, as applicable, by the Purchaser effective as of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the ArrangementEffective Time. (b2) The Company shall promptly notify the other Parties Purchaser of: (i) any Material Adverse Effect that occurs of which the Company becomes aware after the date hereof; (ii) any notice or other communication from any Person (other than Governmental Entities in connection with the Required Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementArrangement or the transactions contemplated hereby or thereby; or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement or the transactions contemplated hereby or thereby; (iiiii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiiv) any material filing, action, suit, claim, investigation or proceeding Proceeding commenced or, to its the Company’s knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates Subsidiaries in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause each of its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain, provide and maintain, as applicable, all third party or other consents (including the Required Consents), waivers, permits, exemptions, orders, approvals, notices, agreements, amendments or confirmations that are (i) other than necessary or advisable to be obtained or provided under the Material Contracts in connection with obtaining the Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation or agreeing to any amendment or modification to any such Material Contract without the prior written consent of the Purchaser; (c) use all commercially reasonable efforts to effect all necessary registrations, filings, notices and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement (provided that, matters relating to the Regulatory Approvals, which Approvals shall be governed by the provisions of Section 4.4, ); (d) use its all commercially reasonable effortsefforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would could reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement other than in accordance with this Agreement; and (f) use commercially reasonable efforts to assist in effecting the resignations of each member of the Board and the board of directors of each of the Company's Subsidiaries (in each case, to the extent requested by the Purchaser), and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, event, occurrence, effect, state of factors or circumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Lawany notice or other communication from any supplier, marketing partner, material customer, distributor or reseller to the effect that such supplier, marketing partner, customer, distributor or reseller is terminating, may terminate, or otherwise is, or may, adversely modify, its relationship with the Company or any of its Subsidiaries; (d) any notice or other communication from any Governmental Entity in connection with this Agreement or the Arrangement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiie) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its the Company's knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates in connection with Subsidiaries or that relate to this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. ‌ (a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (i) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required under the Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; (ii) other than in connection with obtaining the Regulatory ApprovalsApprovals in respect of the Company, which shall be governed by the provisions of Section 4.44.5, use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other PartiesPurchaser, such approval not to be unreasonably withheld, conditioned or delayed; (iiiii) use its commercially reasonable efforts to promptly satisfy all conditions precedent in this Agreement and Agreement; (iv) carry out the terms of the Interim Order and the Final Order applicable to it the Company and comply promptly with all requirements imposed by applicable Law on it the Company or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiiv) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement; and (vi) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9 and delivery by each of the Purchaser and the Company and each member of the Board and each manager and officer (as the case may be) of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable efforts to assist in effecting the resignations of each of the Company’s and its Subsidiary’s respective directors, managers and officers (as the case may be) designated by the Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by the Purchaser. (b) The Company shall promptly notify the other Parties Purchaser of: (i) the occurrence of any Material Adverse Effect in respect of the Company after the date hereof; (ii) any notice or other communication from any Person (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; (iiiii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiiv) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates Subsidiaries in connection with the Arrangement or this Agreement or the ArrangementAgreement.

Covenants of the Company Relating to the Arrangement. (a) Subject to The Company covenants and agrees that, during the terms and conditions period from the date of this AgreementAgreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company it shall and shall cause its Subsidiaries to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Hudbay in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, effective the Arrangement and, without limiting the generality of the foregoing, transactions contemplated in this Agreement and the Company shall and, where appropriateapplicable, shall cause its subsidiaries Subsidiaries to: (ia) other than in connection with obtaining respect of the Regulatory Approvals, which shall be governed by the provisions of Section 4.45.8, use its commercially reasonable effortsefforts to effect all necessary registrations, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion filings and submissions of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against information required by Governmental Entities from it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent Subsidiaries relating to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedArrangement; (iib) use its commercially reasonable efforts to obtain or deliver as promptly as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Material Contracts and any other consents and notices set forth in Schedule 5.2 of the Company Disclosure Letter; (c) use its commercially reasonable efforts to repay and discharge the indebtedness and associated Liens disclosed in Item 1 of Schedule 1.1(b) of the Company Disclosure Letter on or prior to the Effective Time; (d) defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (e) other than in respect of the Regulatory Approvals, which shall be governed by Section 5.8, use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and to comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiif) use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under section 3(a)(10) of the U.S. Securities Act and applicable state securities laws; (g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement.Arrangement or the transactions contemplated by this Agreement; and (bh) The Company shall promptly notify the other Parties Hudbay of: (i) any Company Material Adverse Effect or change, effect, event, occurrence or state of facts or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates Subsidiaries in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and shall use all commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary or advisable, in the sole discretion of the Purchaser, in connection with obtaining the Regulatory ApprovalsArrangement, which shall (ii) required to be governed by obtained under the provisions Material Contracts in connection with the Arrangement or (iii) required in order to maintain the Material Contracts in full force and effect following completion of Section 4.4the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement or the transactions contemplated by this Agreement; (f) use all commercially reasonable efforts to cause each of the directors and officers of the Company to vote in favour of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement as required by the Support Agreements; (g) use all commercially reasonable efforts to obtain and deliver to the Purchaser at the Effective Time, customary mutual releases (in a form satisfactory to the Parties, acting reasonably) and, as applicable, resignations effective as of the Effective Time of those directors and officers of the Company, if any, or any its Subsidiaries, as may be requested by the Purchaser, and those employees and consultants of the Company, or any of its Subsidiaries, who receive severance or termination payments as a consequence of the Arrangement. (b) The Company shall promptly notify , and causing them to be replaced by Persons nominated by Purchaser, if any, effective as of the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties)Effective Time; or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.and

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, appropriate and shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals and Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, ): (a) use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by the Purchaser in connection with the transactions contemplated by this Agreement (including those reasonably required under any Contract to which the Company or any of its Subsidiaries is a party), in each case on terms satisfactory to the Purchaser, acting reasonably, and without paying or providing a commitment to pay any consideration in respect thereof without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that receipt of such notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations shall not be a condition to the closing of the Arrangement); (c) use its commercially reasonable efforts to, (i) effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement, and (ii) upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other orderOrder, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement Arrangement, and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this AgreementAgreement or the transactions contemplated thereby, provided including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reserved, so as to enable closing to occur as soon as reasonably practicable (provided, that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding Proceeding without the prior written approval of the other PartiesPurchaser, not to be unreasonably withheld, conditioned or delayed) (it being expressly agreed by the Purchaser that the sole conditions to closing with respect to the subject matter of this clause (c) are set out in Article 6); (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiid) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is in each case to the extent inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement; and (e) use commercially reasonable efforts to assist the Purchaser in obtaining at the Effective Time, customary mutual releases (in a form satisfactory to the Purchaser, acting reasonably) and, as applicable, resignations effective as of the Effective Time, of those directors of the Company or any its Subsidiaries as may be requested by the Purchaser. (b2) The Company shall promptly notify the other Parties Purchaser in writing, of: (ia) any Material Adverse Effect that occurs after the date hereof, or any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts, circumstances, would reasonably be expected to lead to a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement or the ArrangementAgreement; (iic) unless prohibited by Law, any notice or other communication from any Person (other than a Governmental Entity in connection with the Regulatory Approvals and Key Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) in connection with the transactions contemplated by this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiid) any material filing, action, suit, claim, investigation or proceeding Proceeding commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement. (3) The Company shall, and shall cause its Subsidiaries to, provide such cooperation and assistance to the Purchaser as the Purchaser may reasonably request in communications with investors and other stakeholders of the Purchaser relating to the transactions contemplated by this Agreement, including assisting with the preparation of investor materials and by making Representatives of the Company and its Subsidiaries available to participate in investor meetings; provided that: (a) such requests are made on reasonable notice; (b) such cooperation and assistance do not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries; or (c) none of the Company nor any of its Affiliates or Representatives shall be required to take any action or do anything that would: (i) incur any liability (other than the payment of reasonable and documented out-of-pocket costs related to such cooperation which shall be promptly reimbursed by the Purchaser on demand), (ii) contravene its organizational or constating documents or any applicable Law, (iii) contravene any of the Company’s, or any of its Affiliates’ agreements that relate to borrowed money or any Contract, (iv) cause any condition set forth in Article 6, not to be satisfied at the Effective Time, (v) cause any breach of this Agreement that would provide the Purchaser with the right to terminate this Agreement or seek indemnity, reimbursement of expenses or the payment of the Termination Fee under the terms hereof, (vi) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any Contractual obligations of the Company or its Subsidiaries with respect to confidentiality, or (vii) waive or amend any terms of this Agreement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms The Company shall, and conditions of this Agreementshall cause its Subsidiaries to, the Company shall perform all obligations required to be performed by the Company under or any of its Subsidiaries subject to the terms and conditions of this Agreement, reasonably cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed;): (iia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Purchaser’s obligation to complete the Closing and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiib) use commercially reasonable efforts to provide, obtain and maintain all third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by the Purchaser in connection with the Arrangement, this Agreement or the other transactions contemplated hereby, in each case, that are required under any Material Contract to which the Company or any of its Subsidiaries is a party or those required to maintain in full force and effect any Material Authorization held by the Company or any of its Subsidiaries in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any material consideration or incur any liability or obligation without the prior written consent of the Purchaser; (c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reserved, so as to enable Closing to occur as soon as reasonably practicable (provided, that neither the Company nor any of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Purchaser, not to be unreasonably withheld, conditioned or delayed and provided, further that this provision is subject to Section 2.6(6) in all respects); (e) use commercially reasonable efforts to not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and, to the extent requested by the Purchaser in writing no later than ten (10) Business Days prior to the Effective Time, each member of the board of directors of the Company’s wholly-owned Subsidiaries, and using commercially reasonable efforts to cause them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) the occurrence of any Material Adverse Effect; (b) unless prohibited by Law, any notice or other communication (whether oral or written), to which the Company has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties)transactions contemplated thereby; or (iiic) any breach, default or termination, or any notice of breach, default or termination (or of any intention to cancel, terminate or otherwise modify in any material filingrespect or not renew its relationship with the Company or any Subsidiary) (whether written or oral), actionto which the Company has knowledge, suit, claim, investigation by any party to any Material Contract or proceeding Material Authorization to which it is a party or by which it is bound; (d) any (i) Proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (ii) Proceedings against the Company or any of its Subsidiaries material to the Company and its Subsidiaries, taken as a whole, commenced or, to the knowledge of the Company, threatened in writing against the Company or its affiliates Subsidiaries. With respect to any Proceedings contemplated by clause (i) of this Section 4.2(2)(d), the Company shall give Parent the opportunity to participate (at Parent’s expense) in connection the defense or settlement of any such Proceeding and reasonably cooperate with this Agreement Parent in conducting the defense or the Arrangementsettlement of such Proceeding, and no such settlement shall be agreed without Parent’s prior written consent.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this AgreementSection 4.5 hereto, which shall govern in relation to Regulatory Approvals, the Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate reasonably co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: : (a) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) assist in obtaining the resignations and releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and each member of the board of directors of the Subsidiaries of the Company, to the extent requested by the Purchaser, effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: : (ia) any Material Adverse Effect relating to the Company; (b) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries or that relate to this Agreement or the Arrangement; (c) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement; or (d) any notice from a Governmental Entity in connection with this Agreement or the Arrangement; Arrangement (ii) unless prohibited by and, subject to Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or. (iii3) Each of the Parties covenant and agree to cooperate and consult with the other Parties in good faith with respect to any material filing, action, suit, claim, investigation required Tax filings or proceeding commenced or, related matters with the competent Tax authority in the People’s Republic of China pursuant to its knowledge, threatened against, applicable Law (including Circular 7) relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (i) use commercially reasonable efforts to obtain and maintain all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, such consent not to be governed by the provisions of Section 4.4unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, Agreement provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other PartiesPurchaser, such approval not to be unreasonably withheld, conditioned or delayed; (iiiii) use its commercially reasonable efforts to promptly satisfy all conditions precedent in this Agreement and Agreement; (iv) carry out the terms of the Interim Order and the Final Order applicable to it the Company and comply promptly with all requirements imposed by applicable Law on it the Company or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiiv) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement, other than in accordance with this Agreement; and (vi) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9 and delivery by each of the Purchaser and the Company and each member of the Board and each manager and officer (as the case may be) of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable efforts to assist in effecting the resignations of each of the Company’s and its Subsidiary’s respective directors, managers and officers (as the case may be) designated by the Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by the Purchaser. (b) The Company shall promptly notify the other Parties Purchaser of: (i) the occurrence of any Material Adverse Effect in respect of the Company after the date hereof; (ii) any material changes to the Company’s representations and warranties set forth in Schedule C; (iii) any notice or other communication from any Person alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; (iiiv) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiv) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates Subsidiaries in connection with the Arrangement or this Agreement or the ArrangementAgreement.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (i) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required under the Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; (ii) other than in connection with obtaining the Regulatory ApprovalsApprovals in respect of the Company, which shall be governed by the provisions of Section 4.44.5, use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other PartiesPurchaser, such approval not to be unreasonably withheld, conditioned or delayed; (iiiii) use its commercially reasonable efforts to promptly satisfy all conditions precedent in this Agreement and Agreement; (iv) carry out the terms of the Interim Order and the Final Order applicable to it the Company and comply promptly with all requirements imposed by applicable Law on it the Company or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiiv) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement; and (vi) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9 and delivery by the Company and each member of the Board and each officer of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time (subject to customary exceptions), use commercially reasonable efforts to assist in effecting the resignations of each of the Company’s and its Subsidiary’s respective directors and officers designated by the Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by the Purchaser. (b) The Company shall promptly notify the other Parties Purchaser of: (i) the occurrence of any Material Adverse Effect in respect of the Company after the date hereof; (ii) any notice or other communication from any Person alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; (iiiii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiiv) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates Subsidiaries in connection with the Arrangement or this Agreement or the ArrangementAgreement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms The Company shall, and conditions of this Agreementshall cause its Subsidiaries to, the Company shall perform all obligations required to be performed by the Company under or any of its Subsidiaries subject to the terms and conditions of this Agreement, reasonably cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with (a) obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, and (b) with respect to the Financing, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed;4.7): (iia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Purchaser's obligation to complete the Closing and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiib) use commercially reasonable efforts to provide, obtain and maintain all third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required in connection with the Arrangement, this Agreement or the other transactions contemplated hereby, in each case, that are required under any Material Contract to which the Company or any of its Subsidiaries is a party or those required to maintain in full force and effect any Material Authorization held by the Company or any of its Subsidiaries in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any material consideration or incur any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that, except to the extent set forth in Article 6, the receipt of any such consents, waivers, permits, exemptions, Orders, approvals, agreements, amendments or confirmations is not a condition to the consummation of the Arrangement); (c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) (i) use commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby and (ii) shall reasonably consult with the Purchaser and its Representatives regarding the defense, negotiations or settlement of any Proceedings commenced or, to the knowledge of the Company, threatened by any Person against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and keep the Purchaser reasonably informed as to developments in respect thereof; provided in no event shall the Company or any of its Subsidiaries or Representatives settle or consent to any order in respect of any such Proceeding without the prior written consent of the Purchaser (which shall not be unreasonably withheld, conditioned or delayed); (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; (f) not make any payment or settlement offer, or agree to any payment or settlement with respect to Dissent Rights, without the prior written consent of the Purchaser; and (g) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and using commercially reasonable efforts to cause them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect; (b) unless prohibited by Law, any notice or other communication (written or oral) of which the Company has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the Arrangementtransactions contemplated thereby or that such Person is terminating or otherwise materially adversely modifying a Material Contract as a result of the Arrangement or this Agreement; (iic) unless prohibited any material breach, default or termination, or any notice of breach, default, termination (or of any intention to cancel, terminate or otherwise modify in any material respect or not renew its relationship with the Company or any of its Subsidiaries) by Lawany party to any Material Contract, any Material Authorization or Gaming Authorization by which the Company or its Subsidiaries is bound or holds; (d) any material notice or other communication from any Governmental Entity in connection with this Agreement (and and, subject to Law, the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiie) any material filing, action, suit, claim, investigation or proceeding Proceedings commenced or, to its knowledgethe knowledge of the Company, threatened by any Person against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Arrangement, this Agreement or any of the Arrangementtransactions contemplated hereby, and any material developments regarding the foregoing.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms The Company shall, and conditions of this Agreement, shall cause the Company shall Subsidiaries to, perform all obligations required or desirable to be performed by the Company or any Company Subsidiary under this Agreement, reasonably cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall andshall, where appropriate, and shall cause its subsidiaries the Company Subsidiaries, as applicable, to: (a) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or the Company Subsidiaries with respect to this Agreement or the Arrangement; (b) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary or advisable to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall be governed in each case, on terms that are satisfactory to the Purchaser, acting reasonably but without paying or committing itself or the Purchaser to pay any consideration or incurring any liability or obligation that is not conditioned on consummation of the Arrangement; (c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the provisions of Section 4.4, Company and the Company Subsidiaries relating to the Arrangement; (d) use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided, provided that neither the Company nor any of its subsidiaries will the Company Subsidiaries shall consent to the entry of any judgment a judgement or settlement with respect to any such proceeding without the prior written approval consent of the other Parties, not to be unreasonably withheld, conditioned or delayedPurchaser; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay delay, or otherwise impede the completion consummation of the ArrangementArrangement or the other transactions contemplated by this Agreement; and (f) subject to obtaining an irrevocable and complete release and discharge from all claims and potential claims in respect of the period prior to the Effective Time in favour of each member of the Board and the boards of directors of the Company Subsidiaries and confirmation that insurance coverage is maintained as required by Section 4.10, use commercially reasonable efforts to assist in effecting the resignations of each member of the Board and the board of directors of each of the Company’s Subsidiaries (in each case to the extent requested by Purchaser and in a form satisfactory to the Purchaser), and causing them to be replaced by Persons nominated by Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any fact or state of facts, circumstance, change, effect, occurrence or event which could reasonably be expected to have a Material Adverse Effect subject to compliance with applicable competition or anti-trust Laws; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Lawany notice or other communication from any material supplier, marketing partner, customer, distributor, licensor or reseller to the effect that such supplier, marketing partner, customer, distributor, licensor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any Company Subsidiaries as a result of this Agreement or the Arrangement; (d) any notice or other communication from any Governmental Entity in connection with this the Agreement (and and, subject to Law, the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiie) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Company or its affiliates in connection with this Agreement Subsidiaries, or the ArrangementCompany Assets.

Covenants of the Company Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, 4.5): (i) use its commercially reasonable efforts, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any lawsuits or proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries Subsidiaries will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding without the prior written approval of the other PartiesPurchaser, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement; (iv) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) required under the Material Contracts in connection with the Arrangement, or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that the receipt of any such consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations is not a condition to the closing of Arrangement); (v) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; and (vi) use commercially reasonable efforts to assist in causing each member of the Company Board and the board of directors of each of the Company’s wholly-owned Subsidiaries (in each case to the extent requested by the Purchaser) to be replaced by Persons designated or nominated, as applicable, by the Purchaser effective as of the Effective Time. (b) The Company shall promptly notify the other Parties Purchaser of: (i) any Material Adverse Effect after the date hereof; (ii) any notice or other communication from any Person alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is or may be required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; (iiA) any written notice or other written communication from any bargaining agent representing Company Employees giving notice to bargain and as permitted by Law, copies of any proposals made by any such bargaining agent that, if implemented, would materially modify the terms of a Collective Agreement; and (B) the status of any ongoing collective bargaining negotiations with any union between the date of the Agreement and the Effective Time and promptly provide the Purchaser with copies of all material documents provided by either party in the course of any such collective bargaining negotiations; (iv) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiv) any (A) material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or its affiliates Subsidiaries in connection with this Agreement or the Arrangement. (c) The Company will ensure that it has available funds to pay the Termination Amount, if payable.

Covenants of the Company Relating to the Arrangement. (a1) Subject to Section 4.4 which shall govern in relation to obtaining the Required Regulatory Approvals and subject to the other terms and conditions of this Agreement, the Company shall, shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause the Non-Controlled Entities to use commercially reasonable efforts to, perform all obligations required to be performed by the Company Company, any of its Subsidiaries or any of the Non-Controlled Entities under this Agreement, cooperate with the other Parties Purchasers in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoingforegoing (but subject to Section 4.4 which shall govern in relation to obtaining the Required Regulatory Approvals and subject to the other terms and conditions of this Agreement), the Company shall shall, and, where appropriate, shall cause its subsidiaries Subsidiaries to and shall use commercially reasonable efforts to cause the Non-Controlled Entities to: (ia) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it, any of its Subsidiaries or the Non- Controlled Entities with respect to this Agreement or the Arrangement; (b) use its commercially reasonable efforts to effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities from the Company, its Subsidiaries or the Non-Controlled Entities relating to the Arrangement, including as needed to maintain in full force and effect any Authorization held by the Company, its Subsidiaries or the Non-Controlled Entities (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(b) are set out in Article 6); (c) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary or advisable in connection with the Agreement, including as needed to maintain in full force and effect any Authorization held by the Company, its Subsidiaries or the Non-Controlled Entities; or (B) necessary or advisable under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case on terms satisfactory to the Purchasers, acting reasonably and without paying or providing a commitment to pay any consideration in respect thereof without the prior written consent of the Purchasers (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(c) are set out in Article 6); (d) use its commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchasers, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding Proceeding without the prior written approval of the other PartiesPurchasers, not to be unreasonably withheld, conditioned or delayeddelayed (it being expressly agreed by the Purchasers that the sole conditions to closing with respect to the subject matter of this Section 4.2(1)(d) are set out in Article 6); (iie) use its commercially reasonable efforts to satisfy all conditions precedent assist in this Agreement obtaining the resignations and carry out customary mutual releases (in forms satisfactory to the terms Purchasers, acting reasonably) of each member of its Board and the board of directors of each of its wholly-owned Subsidiaries, and the Company’s or its Subsidiaries’ designated or nominated directors on the board of directors (or equivalent body) of each of its non-wholly owned Subsidiaries and the Non-Controlled Entities, (in each case to the extent requested by the Purchasers) and causing them to be replaced by Persons designated or nominated, as applicable, by the Purchasers effective as of the Interim Order and Effective Time; (f) either cause APLP, in its capacity as the Final Order applicable holder of common shares of the AP Preferred Equity Issuer, to (i) vote all common shares of the AP Preferred Equity Issuer held by it and comply promptly with all requirements imposed by Law on it with respect to this Agreement in favour of the AP Preferred Equity Issuer Continuance or (ii) pass written resolutions approving the ArrangementAP Preferred Equity Issuer Continuance; and (iiig) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchasers orally and, promptly thereafter, in writing of: (ia) any Material Adverse Effect after the date hereof; (b) unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementArrangement or the transactions contemplated hereby or thereby; (iic) unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any Person (other than Governmental Entity Entities in connection with the Required Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) in connection with the transactions contemplated by this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchasers); or; (iiid) unless prohibited by Law, any material filing, action, suit, claim, investigation or proceeding Proceeding commenced or, to its the Company’s knowledge, threatened against, relating to or involving or otherwise affecting (a) the Company, its Subsidiaries, the Company Assets and/or, to the knowledge of the Company, the Non-Controlled Entities or its affiliates in connection with (b) this Agreement or the Arrangement; and (e) any negotiations in respect of the Collective Agreements. In particular, the Company shall (i) provide the Purchasers with timely notice of the demands being made by the applicable Unions; and (ii) not enter into any Collective Agreement without the Purchasers’ express prior written consent.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause each of its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and use all commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (a) use all commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement to the extent the satisfaction of same is within the control of the Company and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain, provide and maintain, as applicable, all third party or other consents (including the Required Consents), waivers, permits, exemptions, orders, approvals, notices, agreements, amendments or confirmations that are (i) other than necessary to be obtained or provided under the Material Contracts in connection with obtaining the Arrangement or (ii) reasonably expected to be required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are satisfactory to the Purchaser, acting reasonably, and without paying, and without committing itself or the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation or agreeing to any amendment or modification to any such Material Contract without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; (c) use all commercially reasonable efforts to effect all necessary registrations, filings, notices and submissions of information required by Governmental Entities or Law from the Company and its Subsidiaries relating to the Arrangement (provided that, matters relating to the Regulatory Approvals, which Approvals shall be governed by the provisions of Section 4.4, ); (d) use its all commercially reasonable effortsefforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist in effecting the resignations of each member of the Board and the board of directors of each of the Company’s Subsidiaries (in each case, to the extent requested by the Purchaser), and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (iic) unless prohibited by Lawany notice or other communication from any supplier, marketing partner, equipment manufacturer, material customer, distributor or reseller to the effect that such supplier, marketing partner, equipment manufacturer, customer, distributor or reseller is terminating, may terminate, or otherwise is, or may, adversely modify, its relationship with the Company or any of its Subsidiaries; (d) any notice or other communication from any Governmental Entity in connection with this Agreement or the Arrangement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiie) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its the Company’s knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates in connection with Subsidiaries or that relate to this Agreement or the ArrangementArrangement (provided that, matters relating to the Regulatory Approvals shall be governed by Section 4.4).

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser and the Parent in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (ia) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it; (b) use all commercially reasonable efforts to obtain and maintain all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which shall be governed by in each case, on terms that are reasonably satisfactory to the provisions Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Section 4.4, the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; (f) assist in obtaining the resignations and releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and each member of the board of directors of the Company’s Subsidiaries, and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time; and (g) use all commercially reasonable efforts to cause each of its directors to comply with and perform his or her obligations under their respective Voting Agreement. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect, subject to compliance with applicable competition or antitrust Laws; (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; (iic) unless prohibited any notice or other communication from any supplier, marketing partner, licensor of Intellectual Property or Technology, customer, distributor, dealer-owner or reseller to the effect that such supplier, marketing partner, licensor of Intellectual Property or Technology, customer, distributor, dealer-owner or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; (d) any notice or other communication from a customer alleging a defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to the customer which is reasonably likely to be reflective of a material recurring product defect, to lead to a product recall or to form the basis for a potential class action recourse by customers; (e) any notice or other communication from any bargaining agent representing Company Employees giving notice to bargain and as permitted by Law, copies of any proposals tabled by any such bargaining agent that, if implemented, would materially modify the terms of a Collective Agreement; (f) any notice or other communication from any Governmental Entity in connection with this the Agreement (and the Company shall and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiig) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or Company, its affiliates in connection with this Agreement Subsidiaries or the ArrangementCompany Assets. (3) The Company will, in all material respects, subject to applicable Law, conduct itself so as to keep the Purchaser and the Parent informed as to the material decisions outside of the Ordinary Course required to be made or actions required to be taken outside of the Ordinary Course with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of confidentiality obligation owed to a third party in which case it will be provided, subject to Law, to the Purchaser’s outside counsel on an “external counsel” basis. (4) The Company shall keep the Purchaser informed of the status of any ongoing collective bargaining negotiations with any union between the date of the Agreement and the Effective Time and provide the Purchaser with copies of all material documents tabled by either party in the course of collective bargaining negotiations, in a timely fashion during said designed period. (5) The Company shall discharge the Liens listed in Section 3.1(27)(k) of the Company Disclosure Letter and to deliver to the Purchaser satisfactory evidence of same.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms The Company shall, and conditions of this Agreementshall cause its Subsidiaries to, the Company shall perform all obligations required to be performed by the Company under or any of its Subsidiaries subject to the terms and conditions of this Agreement, reasonably cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: Subsidiaries to (i) other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed;): (iia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Purchaser's obligation to complete the Closing and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement; and; (iiib) use commercially reasonable efforts to provide, obtain and maintain all third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by the Purchaser in connection with the Arrangement, this Agreement or the other transactions contemplated hereby, in each case, that are required under any Material Contract to which the Company or any of its Subsidiaries is a party or those required to maintain in full force and effect any Material Authorization held by the Company or any of its Subsidiaries in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any material consideration or incur any liability or obligation without the prior written consent of the Purchaser; (c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reserved, so as to enable Closing to occur as soon as reasonably practicable (provided, that neither the Company nor any of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Purchaser, not to be unreasonably withheld, conditioned or delayed and provided, further that this provision is subject to Section 2.6(6) in all respects); (e) use commercially reasonable efforts to not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and (f) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and, to the extent requested by the Purchaser in writing no later than ten (10) Business Days prior to the Effective Time, each member of the board of directors of the Company's wholly-owned Subsidiaries, and using commercially reasonable efforts to cause them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) the occurrence of any Material Adverse Effect; (b) unless prohibited by Law, any notice or other communication (whether oral or written), to which the Company has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the Arrangement; (ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties)transactions contemplated thereby; or (iiic) any breach, default or termination, or any notice of breach, default or termination (or of any intention to cancel, terminate or otherwise modify in any material filingrespect or not renew its relationship with the Company or any Subsidiary) (whether written or oral), actionto which the Company has knowledge, suit, claim, investigation by any party to any Material Contract or proceeding Material Authorization to which it is a party or by which it is bound; (d) any (i) Proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (ii) Proceedings against the Company or any of its Subsidiaries material to the Company and its Subsidiaries, taken as a whole, commenced or, to the knowledge of the Company, threatened in writing against the Company or its affiliates Subsidiaries. With respect to any Proceedings contemplated by clause (i) of this Section 4.2(2)(d), the Company shall give Parent the opportunity to participate (at Parent's expense) in connection the defense or settlement of any such Proceeding and reasonably cooperate with this Agreement Parent in conducting the defense or the Arrangementsettlement of such Proceeding, and no such settlement shall be agreed without Parent's prior written consent.

Covenants of the Company Relating to the Arrangement. (a) Subject to The Company covenants and agrees that, during the terms and conditions period from the date of this AgreementAgreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company it shall, and shall cause its Subsidiaries to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Parent in connection therewith, and do all such other commercially reasonable acts and things as may be reasonably necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, effective the Arrangement and, without limiting the generality of the foregoing, transactions contemplated in this Agreement and the Company shall andshall, where appropriate, and shall cause its subsidiaries Subsidiaries to: (ia) other than in connection with obtaining respect of the Regulatory Approvals, which shall be governed by the provisions of Section 4.45.9, use its commercially reasonable effortsefforts to effect all necessary registrations, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion filings and submissions of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against information required by Governmental Entities from it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent Subsidiaries relating to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedArrangement; (iib) use its commercially reasonable efforts to obtain all third party consents, approvals and notices required under any of the Company Material Contracts (other than the Company Credit Agreement); (c) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (d) other than in respect of the Regulatory Approvals, which shall be governed by Section 5.9, use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (iie) unless prohibited by Lawuse its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under section 3(a)(10) of the U.S. Securities Act and applicable U.S. state securities laws; (f) cooperate with, any notice or other communication from any Governmental Entity and provide commercially reasonable assistance to, Parent and Parent Canadian Sub in connection with this Agreement the preparation and filing, on the Effective Date, of an election pursuant to subparagraph (and c)(i) of the definition of “public corporation” contained in subsection 89(1) of the Tax Act such that the Company shall contemporaneously provide ceases to be a copy “public corporation” for the purposes of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.Tax Act;

Covenants of the Company Relating to the Arrangement. (a) Subject to The Company covenants and agrees that, during the terms and conditions period from the date of this AgreementAgreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company it shall, and shall cause its Subsidiaries to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Parent in connection therewith, and do all such other commercially reasonable acts and things as may be reasonably necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, effective the Arrangement and, without limiting the generality of the foregoing, transactions contemplated in this Agreement and the Company shall andshall, where appropriate, and shall cause its subsidiaries Subsidiaries to: (ia) other than in connection with obtaining respect of the Regulatory Approvals, which shall be governed by the provisions of Section 4.45.9, use its commercially reasonable effortsefforts to effect all necessary registrations, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion filings and submissions of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against information required by Governmental Entities from it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent Subsidiaries relating to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayedArrangement; (iib) use its commercially reasonable efforts to obtain all third party consents, approvals and notices required under any of the Company Material Contracts (other than the Company Credit Agreement); (c) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (d) other than in respect of the Regulatory Approvals, which shall be governed by Section 5.9, use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement. (b) The Company shall promptly notify the other Parties of: (i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (iie) unless prohibited by Law, any notice or other communication use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from any Governmental Entity in connection with this Agreement (registration under section 3(a)(10) of the U.S. Securities Act and the Company shall contemporaneously provide a copy of any such written notice or communication to the other Parties); or (iii) any material filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.applicable U.S. state securities laws;

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this AgreementSection 4.4 hereto, which shall govern in relation to Regulatory Approvals, the Company shall perform perform, and shall cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its subsidiaries Subsidiaries to: (a) use all commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain, maintain or provide, as applicable, as soon as practicable following execution of this Agreement, all third party or other consents, waivers, notices, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) other than necessary or desirable to be obtained under the Material Contracts or Authorizations in connection with obtaining the Regulatory ApprovalsArrangement or this Agreement, which shall be governed by or (ii) required in order to maintain the provisions Material Contracts or Authorizations in full force and effect following completion of Section 4.4the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser; (c) use its all commercially reasonable effortsefforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; and (iiie) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the ArrangementArrangement or the transactions contemplated by this Agreement. (b2) The Company shall promptly notify the other Parties Purchaser in writing of: (ia) any Material Adverse Effect or any fact or circumstance that may be reasonably expected to cause a Material Adverse Effect; (b) any notice or other communication from any Person alleging to the effect that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement Agreement, the Arrangement, any Authorization or Regulatory Approval (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiid) any material filingfilings, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its affiliates in connection with Subsidiaries or that relate to this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the other Parties Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, appropriate and shall cause its subsidiaries Subsidiaries to: (i) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement; (ii) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary or advisable under any Contract to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain any such Contract in full force and effect following completion of the Arrangement, in each case on terms satisfactory to the Purchaser, acting reasonably, and without paying or providing a commitment to pay any consideration in respect thereof without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement); (iii) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to, (a) effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement (it being expressly agreed by the Purchaser that no such registration, filing or submission of information shall be a condition to the closing of the Arrangement), and (b) upon reasonable consultation with the other PartiesPurchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion consummation of the Arrangement and defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this AgreementAgreement or the transactions contemplated thereby, provided including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reserved, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade Law that may be asserted by a Governmental Entity with respect to the Arrangement so as to enable closing to occur as soon as reasonably practicable (provided, that neither the Company nor any of its subsidiaries will Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding Proceeding without the prior written approval of the other PartiesPurchaser, not to be unreasonably withheld, conditioned or delayed; ) (ii) use its commercially reasonable efforts it being expressly agreed by the Purchaser that the sole conditions to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it closing with respect to the subject matter of this Agreement or the Arrangementclause (b) are set out in Article 6); and (iiiiv) not take any action, action or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion consummation of the Arrangement; and (v) use all commercially reasonable efforts to assist in causing each member of its Board and the board of directors of each of its wholly-owned Subsidiaries, and the Company’s or its Subsidiaries’ designated or nominated directors on the board of directors (or equivalent body) of each of its non-wholly owned Subsidiaries (in each case to the extent requested by the Purchaser) to be replaced by Persons designated or nominated, as applicable, by the Purchaser effective as of the Effective Time. (b2) The Company shall promptly notify the other Parties Purchaser in writing, of: (i) any Material Adverse Effect after the date hereof; (ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the ArrangementArrangement or the transactions contemplated hereby or thereby; (iiiii) unless prohibited by Law, any notice or other communication from any Person (other than Governmental Entity Entities in connection with the Required Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartiesPurchaser); or (iiiiv) any material filing, action, suit, claim, investigation or proceeding Proceeding commenced or, to its the Company’s knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the Arrangement.

Covenants of the Company Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Company shall perform all obligations required to be performed by the Company under this Agreement, cooperate with the other Parties in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its subsidiaries to: (i) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the other Parties, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor any of its subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; (ii) use its commercially reasonable efforts to satisfy take or cause to be taken all conditions precedent actions and to do or cause to be done all things necessary, proper or advisable under law to consummate the Arrangement as soon as practicable, including: (a) using its commercially reasonable efforts to obtain and maintain all Third Party Consents, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required: (i) to be obtained under the Material Contracts in this Agreement connection with the Arrangement; or (ii) in order to maintain the Material Contracts in full force and carry effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser; (b) carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and (iiic) not take any action, or refrain from taking any using its commercially reasonable actionefforts to, on or permit any action prior to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion date of the ArrangementInterim Order, obtain from each officer of the Company who is not a Designated Officer a fully executed voting agreement in substantially the form of the Voting Agreements. (b2) The Company shall promptly notify the other Parties Purchaser of: (ia) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect; (b) any notice or other communication from any Person alleging that material supplier, marketing partner, customer, distributor or reseller is terminating or otherwise materially adversely modifying its relationship with the consent (Company or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) any of such Person is required in connection with its Subsidiaries as a result of this Agreement or the Arrangement; (iic) unless prohibited by Law, any notice or other communication from any Governmental Entity customer alleging a material defect or claim in connection with this Agreement (and respect of any service supplied or sold by the Company shall contemporaneously provide a copy or any of any its Subsidiaries to such written notice or communication to the other Parties)customer; or (iiid) any material filing, actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its affiliates in connection with this Agreement or the ArrangementCompany.