Common use of Filings, Etc Clause in Contracts

Filings, Etc. On or prior to the Closing Date, the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be filed, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Payments.

Filings, Etc. On or prior to the Closing Date, the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be filed, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal renewal, continuation or continuation in lieu statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Payments.

Filings, Etc. On or prior (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, including the Borrower and the Servicer caused the UCC financing statement(s) referred to limitations set forth in Section 4.1(n8.6(d), each of the parties hereto shall, and each of Cameron and Schlumberger shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with Applicable Law) to be filedtake promptly, and from time or to time the Servicer shall take and cause to be taken such actions taken, all actions, and execute such documents to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated hereby as are necessary or desirable or promptly as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Personspracticable, including (i) the filing obtaining of financing statementsall necessary actions or nonactions, amendments thereto waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and continuation statements, the execution of transfer instruments approvals from Governmental Entities and the making of notations on or all necessary registrations and filings and the taking possession of all records steps as may be necessary to obtain an approval or documents waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of title. Notwithstanding all necessary consents, approvals or waivers from third parties, (iii) the obligations defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Borrower transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. (b) Subject to Section 8.6(c) and the Servicer set other terms and conditions herein provided and without limiting the foregoing, Cameron and Schlumberger shall (and shall cause their respective Subsidiaries to): (i) make their respective required filings (and filings reasonably determined by Schlumberger after consultation with Cameron to be advisable) under the HSR Act, the EC Merger Regulation and any other Regulatory Laws (and shall share equally all filing fees incident thereto), which filings shall be made as promptly as practicable, but in no event later than 20 business days after the date hereof with respect to the filing under the HSR Act, and thereafter shall promptly make any other required submissions under the HSR Act or other such laws; without limiting the generality of the foregoing, each party shall use its reasonable best efforts to respond to and comply promptly with and expeditiously achieve substantial compliance with any request for information regarding the Merger or any such filings for any Governmental Entity charged with enforcing, applying, administering, or investigating any Regulatory Law; (ii) use their reasonable best efforts to cooperate with one another in (A) determining as promptly as practicable which filings are required (or reasonably determined by Schlumberger after consultation with Cameron to be advisable) to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with the execution and delivery of this Agreement, and the consummation of the Merger and the other transactions contemplated hereby and (B) timely making all such filings; (iii) promptly notify each other of any communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to that party from any Governmental Entity and consult with and permit the other party to review in advance any proposed communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to any Governmental Entity; it being understood that correspondence, filings and communications received from any Governmental Entity shall be immediately provided to the other party upon receipt, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants; (iv) not participate or agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with any Governmental Entity relating to any filings or investigation concerning this Agreement, the Merger or the other transactions contemplated by this Agreement unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, unless the Governmental Entity prohibits such attendance; (v) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Entity, with reasonable time and opportunity to comment and consult, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their affiliates or their respective representatives intend to submit to any Governmental Entity; (vi) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entity, including any filings necessary or appropriate under the provisions of Regulatory Laws; and (vii) deliver to the other party’s outside counsel complete copies of all documents furnished to any Governmental Entity as part of any filing. (c) Schlumberger shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Merger or regulatory filings under applicable Regulatory Law, subject to the provisions of Section 8.6(a), Section 8.6(b), Section 8.6(d) and Section 8.6(e). Cameron shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Schlumberger. Cameron shall use its reasonable best efforts to provide full and effective support of Schlumberger in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Schlumberger. (d) Without limiting the foregoing, Schlumberger US, Merger Sub and Schlumberger shall take all such action as may be necessary to resolve such objections, if any, that the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the European Commission, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under Regulatory Laws with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under Regulatory Laws that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date); provided, however, that nothing contained in this Agreement requires Schlumberger US, Merger Sub, Schlumberger or Cameron or their respective Subsidiaries to take, or cause to be taken, or agree to take, any action with respect to any of the assets, businesses or product lines of Cameron or any of its Subsidiaries (“Cameron Assets”), or of Schlumberger or any of its Subsidiaries (including the Surviving Entity) (“Schlumberger Assets”), or any combination thereof, if such action (whether taken with respect to Cameron Assets or Schlumberger Assets), individually or in the aggregate, would result in the divestiture, sale, hold separate, license or limitation of the conduct on business that, individually or taken together, would reasonably be expected to be material to Cameron and its Subsidiaries, taken as a whole; provided, further, that in no event shall Schlumberger be required to take or agree to take any action that would result in the divestiture, sale, hold separate, license or limitation of the conduct, in whole or in significant part, of OneSubsea. For purposes of the foregoing, any actions with respect to Schlumberger Assets will be deemed to be actions with respect to Cameron Assets of comparable size and importance. If requested by Schlumberger, Cameron will agree to and take any action contemplated by this Section 8.6(d), provided that the consummation of any divestiture or the effectiveness of any other remedy is conditioned on the consummation of the Merger. The foregoing agreement in this section is made solely to facilitate the closing of the Merger and does not constitute a representation or admission that the Merger, if consummated without any modification, would violate any Regulatory Laws or that agreeing to any divestitures, hold separate conditions or other restrictions permitted herein or suggested by any person or authority acting under any Regulatory Law would not be harmful to the parties hereto. (e) Notwithstanding anything in this Agreement to the contrary but subject to the next sentence, Schlumberger shall have the right, but not the obligation, to oppose or refuse to consent to, through litigation or otherwise any request, attempt or demand by any Governmental Entity or other person for any divestiture, hold separate condition or any other restriction with respect to any assets, businesses or product lines of Schlumberger, Cameron or any of their respective Subsidiaries and shall have the obligation to defend any litigation instituted by a Governmental Entity or other person with respect to the legality of the Merger under applicable Regulatory Laws. In the event Schlumberger opposes or refuses to consent to, through litigation or otherwise, including any appeals, any request, attempt or demand by any Governmental Entity or other person as provided in the preceding sentence, and (i) such proceedings conclude prior to the Borrower and Termination Date with a decree, injunction or order restricting or prohibiting the Servicer hereby authorize Merger or (ii) no decree, order or injunction has been issued in such proceedings prior to the Facility Agent Termination Date, then Schlumberger shall take such actions, in a timely manner, as are necessary to prepare and file, at achieve the expense clearance by or approval of the Borrower (or Governmental Entity and satisfaction of the Servicer on its behalfcondition set forth in Section 9.1(b), UCC financing statements (including but not limited to renewal or continuation statementsSection 9.1(c) and amendments or supplements thereto Section 9.1(d) (with respect to any Regulatory Law) or other instruments as person prior to the Facility Agent may from time Termination Date, subject to time deem necessary the proviso in the first sentence of Section 8.6(d). If there is no decree, order or appropriate injunction restricting or prohibiting the Merger, but the decision of a Governmental Entity in order litigation contemplated by this Section 8.6(e) is under appeal, Schlumberger shall have the right to perfect elect, and maintain Cameron shall have the security interest granted hereunder in accordance with obligation upon such election by Schlumberger, to proceed to close the UCC. The Borrower agrees Merger if the other conditions to pay all reasonable costs and disbursements in connection with Closing have been satisfied. (f) For purposes of this Agreement, “Regulatory Laws” means the perfection and the maintenance of perfectionXxxxxxx Act, as against amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulation, and all third partiesother federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Applicable Laws, including any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of the Borrower’s and the Facility Agent’s (on behalf monopolization or restraint of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentstrade or lessening competition through merger or acquisition.

Filings, Etc. On or prior (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, each of the Borrower and the Servicer caused the UCC financing statement(s) referred parties hereto shall use its reasonable best efforts to in Section 4.1(n) to be filedtake, and from time to time the Servicer shall take and or cause to be taken such actions taken, all actions, and execute such documents to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as are necessary or desirable or promptly as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Personspracticable, including (i) the filing obtaining of financing statementsall necessary actions or nonactions, amendments thereto waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and continuation statements, the execution of transfer instruments approvals from Governmental Entities and the making of notations on or all necessary registrations and filings and the taking possession of all records steps as may be necessary to obtain an approval or documents waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of title. Notwithstanding all necessary consents, approvals or waivers from third parties, (iii) the obligations defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Borrower transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to Section 7.6(c) and the Servicer set other terms and conditions herein provided and without limiting the foregoing, Xxxxx and Schlumberger shall (and shall cause their respective Subsidiaries to): (i) make their respective required filings (and filings considered by Schlumberger to be advisable) under the HSR Act, the EC Merger Regulation and any other Regulatory Laws (and shall share equally all filing fees incident thereto), which filings shall be made promptly, but in no event later than 10 days after the date hereof with respect to the filing under the HSR Act, and thereafter shall promptly make any other required submissions under the HSR Act or other such laws; (ii) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required (or considered by Schlumberger to be advisable) to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with the execution and delivery of this Agreement, and the consummation of the Merger and the other transactions contemplated hereby and (B) timely making all such filings; (iii) promptly notify each other of any communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to that party from any Governmental Entity and consult with and permit the other party to review in advance any proposed communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to any Governmental Entity; (iv) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with any Governmental Entity relating to any filings or investigation concerning this Agreement, the Merger or the other transactions contemplated by this Agreement unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend unless the Governmental Entity prohibits such attendance; (v) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Entity, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their affiliates or their respective representatives intend to submit to any Governmental Entity, it being understood that correspondence, filings and communications received from any Governmental Entity shall be immediately provided to the other party upon receipt; (vi) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entity, including, without limitation, any filings necessary or appropriate under the provisions of Regulatory Laws; and (vii) deliver to the other party’s outside counsel complete copies of all documents furnished to any Governmental Entity as part of any filing. (c) Schlumberger shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Merger or regulatory filings under applicable Regulatory Law, subject to the provisions of Section 7.6(a), Section 7.6(b), Section 7.6(d) and Section 7.6(e). Xxxxx shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Schlumberger. Xxxxx shall use its reasonable best efforts to provide full and effective support of Schlumberger in all material respects in all such negotiations and discussions to the extent requested by Schlumberger. (d) Without limiting the foregoing, Schlumberger and Merger Sub shall take all such action as may be necessary to resolve such objections, if any, that the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the European Commission, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under Regulatory Laws with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under Regulatory Laws that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date); provided, however, that nothing contained in this Agreement requires Schlumberger, Merger Sub or Xxxxx to take, or cause to be taken, any action with respect to any of the assets, businesses or product lines of Xxxxx or any of its Subsidiaries, or of Schlumberger or any of its Subsidiaries (including the Surviving Entity), or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines required to be divested or held separate in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Entities under Regulatory Laws includes assets, business or product lines other than (i) the assets, businesses and product lines acquired by Xxxxx in connection with its acquisition of W-H Energy Services, Inc. or corresponding assets, businesses or product lines of Schlumberger or its Subsidiaries overlapping with the assets, businesses or product lines acquired by Xxxxx in connection with its acquisition of W-H Energy Services, Inc., and (ii) other assets, businesses and product lines accounting for not more than $190 million of revenue of either Schlumberger or Xxxxx for the 12 months ending December 31, 2009, excluding from such calculation (A) assets, businesses or product lines described in clause (i) of this Section 7.6(d), and (B) assets, businesses or product lines of the Xxxxxx business unit of Xxxxx (which assets, businesses or product lines may be required to be divested or held separate and if so will not be deemed to exceed the Detriment Limit). If requested by Schlumberger, Xxxxx will agree to any action contemplated by this Section 7.6(b), provided that any such agreement or action is conditioned on the consummation of the Merger. The parties agree that the calculation of revenue shall be measured by reference to the lowest such revenue of Schlumberger or Xxxxx for each such overlapping asset, business or product line so required to be divested, regardless of which asset, business or product line Schlumberger actually divests. The foregoing agreement in this section is made solely to facilitate the closing of the Merger and does not constitute a representation or admission that the Merger, if consummated without any modification, would violate any Regulatory Laws or that agreeing to the divestitures, hold separate conditions or other restrictions permitted herein or suggested by any person or authority acting under any Regulatory Law would not be harmful to the parties. (e) Notwithstanding anything in this Agreement to the contrary, Schlumberger shall have the right, but not the obligation, to oppose by refusing to consent to, through litigation or otherwise any request, attempt or demand by any Governmental Entity or other person for any divestiture, hold separate condition or any other restriction with respect to any assets, businesses or product lines of either Schlumberger or Xxxxx and shall have the obligation to defend litigation instituted by such Governmental Entity or other person with respect to the legality of the Merger under applicable Regulatory Laws. In the event Schlumberger exercises its rights to oppose through litigation, including any appeals, a request, attempt or demand by any Governmental Entity or other person as provided in the preceding sentence, and (i) such proceedings conclude prior to the Borrower and Termination Date with a decree, injunction or order restricting or prohibiting the Servicer hereby authorize Merger or (ii) no decree, order or injunction has been issued in such proceedings prior to the Facility Agent Termination Date, then Schlumberger shall take such actions, in a timely manner, as are necessary to prepare and file, at achieve the expense clearance or approval of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto Governmental Entity or other instruments as person prior to the Facility Agent may from time Termination Date, provided that Schlumberger shall not be required to time deem necessary take actions that would exceed the Detriment Limit. If there is no decree, order or appropriate injunction restricting or prohibiting the Merger, but the decision of a Governmental Entity in order litigation contemplated by this Section 7.6(e) is under appeal, Schlumberger shall have the right to perfect elect, and maintain Xxxxx shall have the security interest granted hereunder in accordance with obligation upon such election by Schlumberger, to proceed to close the UCC. The Borrower agrees Merger if the other conditions to pay all reasonable costs and disbursements in connection with Closing have been satisfied. (f) For purposes of this Agreement, “Regulatory Laws” means the perfection and the maintenance of perfectionXxxxxxx Act, as against amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulation, and all third partiesother federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Applicable Laws, including without limitation any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of the Borrower’s and the Facility Agent’s (on behalf monopolization or restraint of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentstrade or lessening competition through merger or acquisition.

Filings, Etc. On or prior From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than 30 days following the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be fileddate of this Agreement, and from time to time the Servicer shall take and file or supply, or cause to be taken such actions filed or supplied, all applications, notifications and execute such documents as are necessary information required to be filed or desirable supplied by or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the Secured Parties in consummation of the Collateral against all other Personstransactions contemplated hereby, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations Required Buyer Approvals set forth on or taking possession of all records or documents of title. Notwithstanding the obligations Section 3.2.2(b) of the Borrower Buyer Disclosure Schedule and all other Governmental Approvals required for the Servicer set forth transactions contemplated by this Agreement. Seller will have the right to review in advance, and to the preceding sentenceextent practicable Buyer will consult with Seller, in each case subject to Applicable Laws relating to the Borrower and the Servicer hereby authorize the Facility Agent exchange of information, with respect to prepare and file, at the expense of the Borrower (all material written information submitted to any third party or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements any Governmental Authority in connection with the perfection Required Buyer Approvals; provided, that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates or otherwise use its commercially reasonable efforts as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby (including, without limitation, the Stock Sale and the maintenance Reorganization). Buyer shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of perfection, as against this transaction and shall keep Seller apprised in all third parties, material respects of the Borrower’s status of any communications with, and the Facility Agent’s (on behalf of the Secured Parties) rightany inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided, title and interest in and that Buyer shall not be required to consent to the Collateral (including divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentstransactions contemplated by this Agreement.

Filings, Etc. The Liquidity Agent shall have received (i) Officer's Certificates of (A) the CP Issuer with respect to the Collateral certifying as to the absence of Liens thereon, except the Liens created pursuant to the Security Agreement in favor of the Collateral Agent and (B) the Transferor certifying as to the absence of Liens on any of its property or assets, except the Liens created pursuant to the Pooling and Servicing Agreement in favor of the Trustee, and (ii) reports of UCC-1 and other searches of (A) Ingram reflxxxxxx the absence of Liens on the property conveyed by it under the Purchase Agreement, except for filings made in connection with the Purchase Agreement in favor of the Transferor, and (B) each Designated Subsidiary reflecting the absence of Liens on the property conveyed by them under the Subsidiary Purchase Agreements, except for filings made in connection with the Subsidiary Purchase Agreements in favor of Ingram, (iix) xxxcuted copies of all documents, filings and financing statements in form acceptable to the Collateral Agent and the Liquidity Agent to release all security interests and other rights of any Person in the Collateral or the Trust Assets previously granted by Ingram, eacx Xxxxgnated Subsidiary, the Transferor or the CP Issuer, as the case may be, and (iv) all such UCC-1 financing statements and other instruments and documents as the Liquidity Agent or counsel shall have requested as necessary or advisable to perfect or protect the Liens intended to be created pursuant to the Subsidiary Purchase Agreements, the Purchase Agreement, the Pooling and Servicing Agreement and the Security Agreement. All documents or instruments to be filed or recorded by the transactions contemplated hereby shall have been completed with respect to the Subsidiary Purchase Agreements, the Purchase Agreement, the Pooling and Servicing Agreement and the Security Agreement in connection with the property conveyed under such Purchase Agreement, the Trust Assets and the Collateral, respectively, in such jurisdictions as may be required or permitted by law to establish, perfect, protect and preserve the rights, title, interest, remedies, powers, privileges, liens and security interests of the Transferor, as contemplated by the Subsidiary Purchase Agreements and the Purchase Agreement, the Trustee as contemplated by the Pooling and Servicing Agreement and the Collateral Agent in the Collateral covered by the Security Agreement and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required or permitted by law shall have been given or taken. On or prior to the Closing Date, the Borrower CP Issuer, the Liquidity Agent and the Servicer caused the UCC financing statement(s) referred Collateral Agent shall have received satisfactory evidence as to in Section 4.1(n) to be filedany such filing, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest recording, registration, giving of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto notice or other instruments as the Facility Agent may from time to time deem necessary action so taken or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentsmade.

Filings, Etc. On or prior From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than 30 days following the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be fileddate of this Agreement, and from time to time the Servicer shall take and file or supply, or cause to be taken such actions filed or supplied, all applications, notifications and execute such documents as are necessary information required to be filed or desirable supplied by or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the Secured Parties in consummation of the Collateral against all other Personstransactions contemplated hereby, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations Required Buyer Approvals set forth on or taking possession of all records or documents of title. Notwithstanding the obligations Section 3.2.2(b) of the Borrower Buyer Disclosure Schedule and all other Governmental Approvals required for the Servicer set forth transactions contemplated by this Agreement. Seller will have the right to review in advance, and to the preceding sentenceextent practicable Buyer will consult with Seller, in each case subject to Applicable Laws relating to the Borrower and the Servicer hereby authorize the Facility Agent exchange of information, with respect to prepare and file, at the expense of the Borrower (all material written information submitted to any third party or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements any Governmental Authority in connection with the perfection Required Buyer Approvals; provided, that Buyer's 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates or otherwise use its commercially reasonable efforts as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby (including, without limitation, the Stock Sale and the maintenance Reorganization). Buyer shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of perfection, as against this transaction and shall keep Seller apprised in all third parties, material respects of the Borrower’s status of any communications with, and the Facility Agent’s (on behalf of the Secured Parties) rightany inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided, title and interest in and that Buyer shall not be required to consent to the Collateral (including divestiture or other disposition of any of its or its Affiliates' assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentstransactions contemplated by this Agreement.

Filings, Etc. On or prior (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, each of the Borrower and the Servicer caused the UCC financing statement(s) referred parties hereto shall use its reasonable best efforts to in Section 4.1(n) to be filedtake, and from time to time the Servicer shall take and or cause to be taken such actions taken, all actions, and execute such documents to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as are necessary or desirable or promptly as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Personspracticable, including (i) the filing obtaining of financing statementsall necessary actions or nonactions, amendments thereto waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and continuation statements, the execution of transfer instruments approvals from Governmental Entities and the making of notations on or all necessary registrations and filings and the taking possession of all records steps as may be necessary to obtain an approval or documents waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of title. Notwithstanding all necessary consents, approvals or waivers from third parties, (iii) the obligations defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Borrower transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to Section 7.6(c) and the Servicer set other terms and conditions herein provided and without limiting the foregoing, Xxxxx and Schlumberger shall (and shall cause their respective Subsidiaries to): (i) make their respective required filings (and filings considered by Schlumberger to be advisable) under the HSR Act, the EC Merger Regulation and any other Regulatory Laws (and shall share equally all filing fees incident thereto), which filings shall be made promptly, but in no event later than 10 days after the date hereof with respect to the filing under the HSR Act, and thereafter shall promptly make any other required submissions under the HSR Act or other such laws; (ii) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required (or considered by Schlumberger to be advisable) to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with the execution and delivery of this Agreement, and the consummation of the Merger and the other transactions contemplated hereby and (B) timely making all such filings; (iii) promptly notify each other of any communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to that party from any Governmental Entity and consult with and permit the other party to review in advance any proposed communication concerning this Agreement, the Merger or the other transactions contemplated by this Agreement to any Governmental Entity; (iv) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with any Governmental Entity relating to any filings or investigation concerning this Agreement, the Merger or the other transactions contemplated by this Agreement unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend unless the Governmental Entity prohibits such attendance; (v) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Entity, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their affiliates or their respective representatives intend to submit to any Governmental Entity, it being understood that correspondence, filings and communications received from any Governmental Entity shall be immediately provided to the other party upon receipt; (vi) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to 50 any Governmental Entity, including, without limitation, any filings necessary or appropriate under the provisions of Regulatory Laws; and (vii) deliver to the other party’s outside counsel complete copies of all documents furnished to any Governmental Entity as part of any filing. (c) Schlumberger shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Merger or regulatory filings under applicable Regulatory Law, subject to the provisions of Section 7.6(a), Section 7.6(b), Section 7.6(d) and Section 7.6(e). Xxxxx shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Schlumberger. Xxxxx shall use its reasonable best efforts to provide full and effective support of Schlumberger in all material respects in all such negotiations and discussions to the extent requested by Schlumberger. (d) Without limiting the foregoing, Schlumberger and Merger Sub shall take all such action as may be necessary to resolve such objections, if any, that the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the European Commission, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under Regulatory Laws with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under Regulatory Laws that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date); provided, however, that nothing contained in this Agreement requires Schlumberger, Merger Sub or Xxxxx to take, or cause to be taken, any action with respect to any of the assets, businesses or product lines of Xxxxx or any of its Subsidiaries, or of Schlumberger or any of its Subsidiaries (including the Surviving Entity), or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines required to be divested or held separate in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Entities under Regulatory Laws includes assets, business or product lines other than (i) the assets, businesses and product lines acquired by Xxxxx in connection with its acquisition of W-H Energy Services, Inc. or corresponding assets, businesses or product lines of Schlumberger or its Subsidiaries overlapping with the assets, businesses or product lines acquired by Xxxxx in connection with its acquisition of W-H Energy Services, Inc., and (ii) other assets, businesses and product lines accounting for not more than $190 million of revenue of either Schlumberger or Xxxxx for the 12 months ending December 31, 2009, excluding from such calculation (A) assets, businesses or product lines described in clause (i) of this Section 7.6(d), and (B) assets, businesses or product lines of the Xxxxxx business unit of Xxxxx (which assets, businesses or product lines may be required to be divested or held separate and if so will not be deemed to exceed the Detriment Limit). If requested by Schlumberger, Xxxxx will agree to any action contemplated by this Section 7.6(b), provided that any such agreement or action is conditioned on the consummation of the Merger. The parties agree that the calculation of revenue shall be measured by reference to the lowest such revenue of Schlumberger or Xxxxx for each such overlapping asset, business or product line so required to be divested, regardless of which asset, business or product line Schlumberger actually divests. The foregoing agreement in this section is made solely to facilitate the closing of the Merger and does not constitute a representation or admission that the Merger, if consummated without any modification, would violate any Regulatory Laws or that agreeing to the divestitures, hold separate conditions or other restrictions permitted herein or suggested by any person or authority acting under any Regulatory Law would not be harmful to the parties. (e) Notwithstanding anything in this Agreement to the contrary, Schlumberger shall have the right, but not the obligation, to oppose by refusing to consent to, through litigation or otherwise any request, attempt or demand by any Governmental Entity or other person for any divestiture, hold separate condition or any other restriction with respect to any assets, businesses or product lines of either Schlumberger or Xxxxx and shall have the obligation to defend litigation instituted by such Governmental Entity or other person with respect to the legality of the Merger under applicable Regulatory Laws. In the event Schlumberger exercises its rights to oppose through litigation, including any appeals, a request, attempt or demand by any Governmental Entity or other person as provided in the preceding sentence, and (i) such proceedings conclude prior to the Borrower and Termination Date with a decree, injunction or order restricting or prohibiting the Servicer hereby authorize Merger or (ii) no decree, order or injunction has been issued in such proceedings prior to the Facility Agent Termination Date, then Schlumberger shall take such actions, in a timely manner, as are necessary to prepare and file, at achieve the expense clearance or approval of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto Governmental Entity or other instruments as person prior to the Facility Agent may from time Termination Date, provided that Schlumberger shall not be required to time deem necessary take actions that would exceed the Detriment Limit. If there is no decree, order or appropriate injunction restricting or prohibiting the Merger, but the decision of a Governmental Entity in order litigation contemplated by this Section 7.6(e) is under appeal, Schlumberger shall have the right to perfect elect, and maintain Xxxxx shall have the security interest granted hereunder in accordance with obligation upon such election by Schlumberger, to proceed to close the UCC. The Borrower agrees Merger if the other conditions to pay all reasonable costs and disbursements in connection with Closing have been satisfied. (f) For purposes of this Agreement, “Regulatory Laws” means the perfection and the maintenance of perfectionXxxxxxx Act, as against amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulation, and all third partiesother federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Applicable Laws, including without limitation any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of the Borrower’s and the Facility Agent’s (on behalf monopolization or restraint of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentstrade or lessening competition through merger or acquisition.