Common use of Governmental Filings Clause in Contracts

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend file with the FCC Applications consistent with the transactions contemplated by this Agreement all applications necessary to obtain the necessary FCC ConsentConsent (the “FCC Applications”). The Parties shall use their respective commercially reasonable efforts to file amended the FCC Applications by March 31, 2023within twenty (20) Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) Applications, and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment filing date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no neither Party or nor its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) each other and will use (and shall cause their respective Affiliates to use) their respective commercially reasonable best efforts to take or cause to be taken all steps commercially reasonable actions, and do or cause to be done all things, necessary, proper appropriate or advisable on its part under this Agreement and applicable Law to obtain consummate and make effective the FCC Consent transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable after all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the amendment transactions contemplated by this Agreement. The Parties agree that that for purposes of this Agreement, Sellers’ obligation to take commercially reasonable actions under Section 5.1, this Section 5.2 or Section 5.4 shall not require Sellers or any Affiliates of Sellers to continue providing a commercial mobile radio service in the areas covered by the Licenses beyond the later of November 15, 2015 or one-hundred eighty five (185) days following the date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its termsis obtained. (b) Sellers and Purchaser shall, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon promptly as practicable after following the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five ten (510) Business Days after the FCC Consent shall have been obtainedDays, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC FCC applications seeking FCC consent to (i) the assignment of the Licenses to Purchaser and (ii) the DOJ short term de facto transfer lease of the notifications required pursuant Licenses to Richmond 20 and to NTELOS under the HSR Act with respect to the transactions contemplated by this AgreementSpectrum Lease (together, including any documents required to be filed in connection therewith (the “HSR NoticeFCC Applications”) (it being understood that the failure to file any FCC Application within such ten (10) Business Day period shall not constitute a breach of this agreement.). The HSR Notice Purchaser shall specifically request early termination of pay all FCC filing fees associated with the waiting period prescribed by the HSR Act, if applicableFCC Applications. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect and use their respective commercially reasonable best efforts to the HSR Noticeprosecute such applications to a favorable conclusion and shall each bear their own costs for such filings. (c) Each Subject to applicable Laws relating to the exchange of information, each Party shallshall have the right to review in advance, and shall cause its Affiliates to, cooperate with to the extent practicable each will consult the other Party in connection with on, all the making of all filings and the obtaining of all approvals referred information relating to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed that appears in all material respects of any material communication received by such Party or its Affiliates fromfiling made with, or given by such Party or its Affiliates written materials submitted to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any PartyAgreement. In exercising the foregoing right, each Party shall act commercially reasonably and as promptly as reasonably practicable. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection Subject to the terms and conditions of this Agreement, each of the Parties shall, and the Company shall cause the Company Subsidiaries to, cooperate with each other and shall use (and cause their respective Subsidiaries to use) their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, and reasonably assist and cooperate with the Original Agreementother Parties in doing, all things necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Parties filed with Agreement and, subject to the FCC conditions set forth in Article VII, to consummate the applications seeking the FCC Consent (the “FCC Applications”). As Transactions as soon as practicable after practicable. (b) Without limiting the date generality of Section 6.7(a), within five Business Days following the execution of this Agreement, the Parties shall, and the Company shall amend cause the FCC Applications consistent Company Subsidiaries to use their best efforts to, file with (i) the transactions contemplated by this Agreement United States Federal Trade Commission and the United States Department of Justice, the Notification and Report Form required for the Transactions pursuant to the HSR Act; and (ii) any other Antitrust Authority, any other Filings, reports, information and documentation required for the Transactions pursuant to any other applicable Antitrust Laws, as set forth on Section 6.7(b) of the Disclosure Schedule. (c) The Parties shall, and the Company shall cause the Company Subsidiaries to, supply as promptly as practicable any additional information or documents that may be requested pursuant to the HSR Act or any other applicable Antitrust Laws and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods and to obtain the necessary FCC Consentany Permit required under any applicable Antitrust Laws as soon as practicable. The Parties shall, and the Company shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31cause the Company Subsidiaries to, 2023. The Parties shall cooperate in the diligent submission of comply substantially with any additional information requested requests for information, including requests for production of documents and production of witnesses for interviews, investigational hearings or depositions, made by the FCC Antitrust Authorities and take all other actions to obtain all applicable consents, approvals, clearances or waivers from the Antitrust Authorities at the earliest practicable dates and prior to terminating this Agreement pursuant to Section 9.1. Other than such Filings under the HSR Act or any other applicable Antitrust Laws, the filing of which shall be made in accordance with respect to Section 6.7(b), the FCC Applications (as amended) Parties will, and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessarythe Company to, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with each applicable Governmental Entity all Filings and requests for such other Permits as may be necessary for the FTC and consummation of the DOJ Transactions in accordance with the notifications required pursuant to the HSR Act with respect to the transactions contemplated by terms of this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall will, and will cause the Company Entities to, diligently pursue and use their best efforts to obtain such Permits as soon as reasonably practical and will cooperate with each other in seeking such Permits. To such end, the diligent submission Parties agree to make available the personnel and other resources of any supplemental information requested by the FTC or the DOJ with respect their respective organizations in order to the HSR Notice. (c) obtain all such Permits. Each Party shall, and shall cause its Affiliates to, cooperate with will promptly inform the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects Parties of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby Entity from which any such Permit is required and of any material communication received or given in connection with any proceeding Legal Proceeding by a private party relating to the approval party, in each case regarding any of the transactions contemplated hereby by any Governmental AuthorityTransactions, and (iv) permitting will permit the other Party to review in advance any material communication delivered given by it to, and consulting consult with the each other Party in advance of any response to, or meeting or conference with, any such Governmental Authority relating to the transactions contemplated hereby or Entity or, in connection with any proceeding Legal Proceeding by a private party relating party, with such other Person, and to the approval of extent permitted by such Governmental Entity or other Person, give the transactions contemplated hereby by any Governmental Authority. To other Party the extent practicable under opportunity to review such response and to attend and to participate in such meetings and conferences; provided, further, that neither the circumstances, no Party or Buyer nor its Affiliates shall have any obligation to litigate against the United States Federal Trade Commission, the United States Department of Justice or any other Antitrust Authority. (d) During the Interim Period, except with the consent of the Sellers’ Representative (which shall not be unreasonably withheld, delayed or conditioned), the Buyer and its Affiliates shall not take any action, including entering into any transaction, that would reasonably be expected to prevent or materially delay the satisfaction of the condition set forth in Section 7.3(a). (e) Each of the Parties agrees to instruct its respective counsel to cooperate with each other and use their best efforts to facilitate and expedite the identification and resolution of any issues arising under any applicable Antitrust Laws at the earliest practicable dates. Said reasonable best efforts and cooperation include counsel’s undertaking (to the extent permitted by applicable Law and in each case regarding the Transactions and without waiving attorney-client or any other applicable privilege) to (i) furnish to each other’s counsel such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any Filing or submission that is necessary under the HSR Act and any other applicable Antitrust Laws (except for sharing any Item 4(c) or Item 4(d) documents), and (ii) cooperate in the filing of any substantive memoranda, white papers, Filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Antitrust Authority or any Person. None of the Sellers, the Buyer or any of their respective Affiliates or counsel shall independently contact any Governmental Entity or participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), any other communication by any means) with any Governmental Authority Entity in connection respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Buyer and its Affiliates, the Sellers’ Representative, and in the case of the Sellers and their respective Affiliates, the Buyer, prior notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the proposed transaction unlessopportunity to review and comment on the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent not prohibited permitted by such the relevant Governmental AuthorityEntity, it gives the other Party the opportunity to attend and observe. The Parties participate at the meeting or discussion (which, at the request of the Buyer or the Sellers’ Representative, as applicable, shall advise each other promptly in respect of be limited to outside antitrust counsel only); provided further, however, that the Buyer and the Sellers’ Representative agree to mutually approve any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required substantive comment to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted communicated to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any PartyEntity in advance. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. 8.1 Licensee shall bear ultimate responsibility for, and shall bear all costs for, all filings with: (ai) In connection with the Original AgreementFCC, including without limitation Form 494As; (ii) state utility commissions; and (iii) any other governmental body that requires Licensee to be the Parties filed with the FCC the applications seeking the FCC Consent filer (the “FCC Applications”collectively "Official Filings"). As soon as practicable after ART shall fully cooperate with Licensee's Official Filings by supplying all information that is in the date possession of this AgreementART or that can be readily obtained by ART and that is not in the possession of Licensee. 8.2 ART shall be responsible for, arid shall bear all costs for all firings that are caused by the Parties provision of Services to itself or its Customers through ART's right to Use under Article II, including without limitation local permits that are necessary to install or operate The 38 GHZ facilities. 8.3 Licensee shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially exercise reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission seek renewal of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller each of its Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with FCC rules and to protect the validity of its terms, including Authorizations provided that Licensee shall not be obligated to seek reinstatement of its Authorizations should they expire or to seek reinstatement of its Authorizations should they be revoked or rescinded by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license conditiona Final Order. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) 8.4 In the event that at any time after the date hereof action is brought or threatened against ART or Licensee by a third party or any governmental or judicial body with jurisdiction alleging ART's misuse of the Seller or the T-Mobile PartiesAuthorizations, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties ART shall use its or their exercise reasonable best efforts to eliminate or otherwise mitigate defend Licensee and the validity of the Authorizations from such action, including responsibility for all reasonable costs and expenses, including attorney's fees. "Misuse" as fully as possible any such adverse effect on obtaining such approvals; provided that nothing used in this Section 5.4 8.4 shall not include any actions against ART or otherwise Licensee or challenging the validity of the Authorizations based upon this Agreement or the other agreements referenced herein or related hereto. Notwithstanding anything to the contrary contained in this Agreement Section 8.4, ART shall prevent have no obligation to seek to change or limit modify any FCC or state utility commission rules or to otherwise participate in any way, FCC or impose any obligation with respect to, state utility commission proceedings of general applicability that might effect the Authorizations or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of ART's obligations under this Section 5.4(d)Agreement.

Governmental Filings. (a) In connection with the Original Agreement, the The Parties filed shall prepare and file with the FCC the all applications seeking and notifications necessary to obtain the FCC Consent Consents (the “FCC Applications”). As soon as practicable after ) by no later than the date of this AgreementFiling Deadline; provided, the Parties shall amend that the FCC Applications consistent with shall not be filed more than 30 days prior to the transactions contemplated by this Agreement to obtain Filing Deadline unless the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts mutually agree to file amended the FCC Applications by March 31, 2023earlier. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications Applications, and (as amendedsubject to Section 5.5(d)) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps such actions and do or cause to be done all things, necessary, proper appropriate or advisable to obtain the FCC Consent Consents as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license conditionFiling Deadline. (b) At such time as Prior to the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtainedFiling Deadline, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.5, including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. Notwithstanding the foregoing, either Party may, as it deems necessary, appropriate or advisable, designate any competitively sensitive material provided to the other Party under this Section 5.5 as “outside counsel only.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party, and the recipient Party shall cause such outside counsel not to disclose such materials or information to any Representatives of the recipient Party or its Affiliates, unless express written permission is obtained in advance from the disclosing Party. To the extent practicable under the circumstances, no neither Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely)telephone, with any Governmental Authority in connection with regarding the proposed transaction transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ DOJ, the FCC or any other Governmental Authority in connection with regarding the transactions contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party Party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In Notwithstanding anything to the event contrary set forth in this Agreement or otherwise, the Parties agree that at their respective obligations under this Section 5.5 shall not include any time after obligation on the date hereof part of either Party or their Affiliates to: (i) commit to or effect, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of any of assets or businesses or any other structural or conduct relief with respect to its future operations as may be required to be divested or undertaken in order to avoid the Seller or the T-Mobile Partiesentry of, or to effect the dissolution of, any of their respective Affiliatesdecree, enters into order, judgment, injunction, temporary restraining order or other order in any transaction action, suit or takes some other action proceeding that could would otherwise have the effect of delayingpreventing, preventing delaying or otherwise impeding limiting the receipt consummation of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate (ii) litigate or otherwise mitigate as fully as possible pursue any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 claims against any objections asserted by any Governmental Authority with respect to the consummation of the transactions contemplated hereby, or otherwise in this Agreement shall prevent (iii) contest, resist or limit seek to have vacated, lifted, reversed or overturned any decree, order, judgment, injunction, temporary restraining order or other order in any wayaction, suit or impose any obligation with respect toproceeding that would otherwise have the effect of preventing, delaying or impose any condition upon, limiting the right or ability consummation of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)transactions contemplated hereby.

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties Each party shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective its reasonable best efforts to take obtain all steps necessary, proper or advisable Consents of any Governmental Body required to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC obtained in connection with the consummation of the Purchase Transaction, provided that the reasonable and documented out-of-pocket costs of obtaining any such Consents shall be borne by the Company. To the extent permitted by applicable Legal Requirements, each party shall promptly notify the other party of any communications such party or its Affiliates receive from any Governmental Body related to the matters that are subject to this request to remove the license conditionAgreement. The Company shall timely file any post-Closing notifications required by any Governmental Body, including complying with Medicare enrollment requirements. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this AgreementWithout limiting Section 4.5(a), but in no event later than five (5) Business Days after upon either party’s request by written notice to the FCC Consent shall have been obtainedother party, the Parties shallCompany and Purchaser shall make filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith amended (the “HSR NoticeAct”). The HSR Notice parties shall specifically request (and shall cause their respective Affiliates to) furnish the other party hereto such information and cooperation as may reasonably be requested by such party in connection with the preparation and submission of such filings under the foregoing. The Company and Purchaser shall promptly keep each other informed of any developments with respect to such filing and provide the other and its legal counsel with an opportunity to provide comments on draft correspondence relating thereto on the proposed responses to any requests for information associated therewith. Each party shall use its commercially reasonable efforts in such party’s good faith judgment to resist any assertion that the Contemplated Transactions, individually or taken as a whole, constitute a violation of federal, state or provincial antitrust laws and shall seek early termination of the any waiting period prescribed by periods under the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with seek the other Party appropriate orders or approvals in connection with order to consummate the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by Contemplated Transactions (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observepreviously consummated). The Parties Company or Opco shall advise each other promptly in respect bear all of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into Purchaser’s reasonable and documented out-of-pocket costs and expenses associated with the FTC, filing under the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, HSR Act and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing related matters described in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon4.5. For the avoidance of doubt, the right or ability Company shall not consummate any corporate action that would give rise to a conversion under Section 7 of a T-Mobile Party or the Certificate of Designations without prior notice to Purchaser so that any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, applicable filings under the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)HSR Act can be made.

Governmental Filings. (a) In connection with the Original AgreementBuyer and Seller will, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after following the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination execution of this Agreement in accordance Agreement, prepare and file with its terms, including by cooperating to make each Governmental Body requests for such filings and taking such actions Consents as may be necessary to extend for the effectiveness transfer of the FCC Consent. As soon as practicable after Assets in accordance with the date terms of this Agreement. Buyer and Seller will diligently pursue such Consents and will cooperate with each other in seeking such Consents. Notwithstanding anything to the contrary contained in this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request or as a condition to remove the receiving any Consent, neither Seller nor Buyer shall be required (i) to divest, abandon, license conditionor take similar action with respect to any of its assets or any of its respective Affiliates, or (ii) to expend material sums of money or grant any material financial or other accommodations. (b) At In connection with applications and other filings for any required regulatory approval, Buyer and Seller shall jointly, and on an equal basis, coordinate the overall development of the positions to be taken and the regulatory actions to be requested in such time applications and filings for approval of the sale by Seller and the purchase by Buyer of the Assets, of all other matters contemplated by this Agreement which require regulatory approval and of all other regulatory matters incidental thereto which are to be addressed in such applications and filings. Efforts to obtain any necessary approvals (including from the VPSB) shall be prosecuted by counsel mutually agreed upon by the parties, and acting as joint counsel to the Parties agree parties, it being understood, however, that (i) all positions taken in good faith the filings with such Governmental Bodies shall be consistent with the mutual understandings of the parties, and (ii) Seller's Vermont regulatory counsel and FERC regulatory counsel shall act as joint counsel to the parties in connection with a view their joint applications to consummating the transactions contemplated hereby as promptly as practicableVPSB and FERC, subject to each Party’s rights under this Agreement)respectively. In connection with all applications and filings for all required regulatory approvals in which Buyer and Seller act jointly, but in no event later than at least five (5) Business Days after business days prior to filing any application or filing, each party shall be provided with a copy of the FCC Consent proposed application or filing and shall have been obtainedthree (3) business days to review and provide to counsel its comments on the proposed application or filing; provided, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to a response to an information request from any Governmental Body, each party shall have only two (2) business days to review and provide to counsel its comments to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”)proposed response. The HSR Notice fees and expenses of joint counsel shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shallbe borne by, and shall cause its Affiliates to, cooperate with be the other Party in connection with the making exclusive responsibility of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any PartySeller. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”), which are to be amended in accordance with the First Closing License Purchase Agreement. As soon as practicable (and in any event no later than ten (10) Business Days) after December 6, 2024, or an earlier date if mutually agreed by the date of this AgreementParties, the Parties shall amend file with the FCC Applications all applications or amendments necessary to obtain the FCC Consent consistent with the transactions contemplated by this Agreement to obtain the necessary (“Additional FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023Applications”). The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the Additional FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment filing date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon promptly as practicable after the date execution of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by each party to this Agreement to obtain the necessary FCC Consent. The Parties (i) shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications make all filings (as amendedif any) and will use give all notices (if any) required to be made and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including given by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC party in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents and (ii) shall use all reasonable efforts to obtain all consents and approvals (if any) required to be filed obtained (pursuant to any applicable law or Contract, or otherwise) by such party in connection therewith with or to give full effect to transactions contemplated by this Agreement; provided, however, that (A) Seller and, to the “HSR Notice”)extent applicable, the Seller’s Affiliates shall be responsible for making all filings with and obtaining all such consents and approvals from Governmental Entities pursuant to laws applicable to Seller and, to the extent applicable, the Seller’s Affiliates, respectively, or their respective businesses or properties, and for obtaining all such consents and approvals (if any) required to be obtained from parties to Assigned Contracts by which Seller or, to the extent applicable, its Affiliates, respectively, or their respective properties are bound; (B) Buyer shall be responsible for making all filings with and obtaining all such consents and approvals from Governmental Entities pursuant to laws applicable to Buyer or its business or properties; and (C) Buyer shall only be obligated to provide Seller with such assistance and information as is reasonably required from Buyer to make such filings or to obtain such consents and approvals. (b) Each party to this Agreement shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such consent obtained by such party during the Pre-Closing Period. The HSR Notice Each party shall specifically request early termination promptly provide the other parties with copies of the waiting period prescribed all filings made by the HSR Actother party with any state, if applicable. The Parties shall cooperate federal or foreign Governmental Entity in connection with this Agreement and the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Noticetransactions contemplated hereby. (c) Each Party shallNotwithstanding anything to the contrary hereunder, Buyer and shall cause its Affiliates toshall not be obligated to consent to any divestitures, cooperate with the operational limitations or activities or other Party conditions in connection with the making of all filings and the obtaining of all said consents or approvals referred nor to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the nonmake any out-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given of-pocket expenses in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible obtaining any such adverse effect on obtaining such consents or approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the The Parties filed shall prepare and file with the FCC the all applications seeking and notifications necessary to obtain the FCC Consent Consents (the “FCC Applications”). As soon as practicable after ) by no later than the date of this AgreementFiling Deadline; provided, the Parties shall amend that the FCC Applications consistent with shall not be filed more than 30 days prior to the transactions contemplated by this Agreement to obtain Filing Deadline unless the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts mutually agree to file amended the FCC Applications by March 31, 2023earlier. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications Applications, and (as amendedsubject to Section 5.5(d)) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps such actions and do or cause to be done all things, necessary, proper appropriate or advisable to obtain the FCC Consent Consents as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license conditionFiling Deadline. (b) At such time as Prior to the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtainedFiling Deadline, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.5, including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. Notwithstanding the foregoing, either Party may, as it deems necessary, appropriate or advisable, designate any competitively sensitive material provided to the other Party under this Section 5.5 as “outside counsel only.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party, and the recipient Party shall cause such outside counsel not to disclose such materials or information to any Representatives of the recipient Party or its Affiliates, unless express written permission is obtained in advance from the disclosing Party. To the extent practicable under the circumstances, no neither Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely)telephone, with any Governmental Authority in connection with regarding the proposed transaction transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ DOJ, the FCC or any other Governmental Authority in connection with regarding the transactions contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, , (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party Party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In Notwithstanding anything to the event contrary set forth in this Agreement or otherwise, the Parties agree that at their respective obligations under this Section 5.5 shall not include any time after obligation on the date hereof part of either Party or their Affiliates to: (i) commit to or effect, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of any of assets or businesses or any other structural or conduct relief with respect to its future operations as may be required to be divested or undertaken in order to avoid the Seller or the T-Mobile Partiesentry of, or to effect the dissolution of, any of their respective Affiliatesdecree, enters into order, judgment, injunction, temporary restraining order or other order in any transaction action, suit or takes some other action proceeding that could would otherwise have the effect of delayingpreventing, preventing delaying or otherwise impeding limiting the receipt consummation of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate (ii) litigate or otherwise mitigate as fully as possible pursue any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 claims against any objections asserted by any Governmental Authority with respect to the consummation of the transactions contemplated hereby, or otherwise in this Agreement shall prevent (iii) contest, resist or limit seek to have vacated, lifted, reversed or overturned any decree, order, judgment, injunction, temporary restraining order or other order in any wayaction, suit or impose any obligation with respect toproceeding that would otherwise have the effect of preventing, delaying or impose any condition upon, limiting the right or ability consummation of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)transactions contemplated hereby.

Governmental Filings. (a) In connection with the Original Agreement, the The Parties filed shall prepare and file with the FCC the all applications seeking and notifications necessary to obtain the FCC Consent Consents (the “FCC Applications”). As soon as practicable after ) by no later than the date of this AgreementFiling Deadline; provided, the Parties shall amend that the FCC Applications consistent with shall not be filed more than 30 days prior to the transactions contemplated by this Agreement to obtain Filing Deadline unless the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts mutually agree to file amended the FCC Applications by March 31, 2023earlier. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications Applications, and (as amendedsubject to Section 5.5(d)) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps such actions and do or cause to be done all things, necessary, proper appropriate or advisable to obtain the FCC Consent Consents as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license conditionFiling Deadline. (b) At such time as Prior to the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtainedFiling Deadline, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.5, including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with regarding any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. Notwithstanding the foregoing, either Party may, as it deems necessary, appropriate or advisable, designate any competitively sensitive material provided to the other Party under this Section 5.5 as “outside counsel only.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party, and the recipient Party shall cause such outside counsel not to disclose such materials or information to any Representatives of the recipient Party or its Affiliates, unless express written permission is obtained in advance from the disclosing Party. To the extent practicable under the circumstances, no neither Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely)telephone, with any Governmental Authority in connection with regarding the proposed transaction transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ DOJ, the FCC or any other Governmental Authority in connection with regarding the transactions contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any ​ Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party Party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In Notwithstanding anything to the event contrary set forth in this Agreement or otherwise, the Parties agree that at their respective obligations under this Section 5.5 shall not include any time after obligation on the date hereof part of either Party or their Affiliates to: (i) commit to or effect, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of any of assets or businesses or any other structural or conduct relief with respect to its future operations as may be required to be divested or undertaken in order to avoid the Seller or the T-Mobile Partiesentry of, or to effect the dissolution of, any of their respective Affiliatesdecree, enters into order, judgment, injunction, temporary restraining order or other order in any transaction action, suit or takes some other action proceeding that could would otherwise have the effect of delayingpreventing, preventing delaying or otherwise impeding limiting the receipt consummation of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate (ii) litigate or otherwise mitigate as fully as possible pursue any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 claims against any objections asserted by any Governmental Authority with respect to the consummation of the transactions contemplated hereby, or otherwise in this Agreement shall prevent (iii) contest, resist or limit seek to have vacated, lifted, reversed or overturned any decree, order, judgment, injunction, temporary restraining order or other order in any wayaction, suit or impose any obligation with respect toproceeding that would otherwise have the effect of preventing, delaying or impose any condition upon, limiting the right or ability consummation of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)transactions contemplated hereby.

Governmental Filings. (a) In connection with the Original Agreement, the The Parties filed shall file with the FCC the all applications seeking necessary to obtain the FCC Consent Consents (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended the FCC Applications by March 31, 2023. at such times and in such manner consistent with the principles set forth on Schedule C. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and, subject to the terms and conditions of this Agreement, will use (and cause their respective Affiliates to use) their respective commercially reasonable best efforts to take all steps necessary, necessary and proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license conditionConsents. (b) At such time or times as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby each Closing as promptly as practicable, subject practicable after the Final Order Condition is satisfied with respect to each Party’s rights under this Agreementsuch Closing and prior to the End Date), but in no event later than five (5) Business Days after the FCC Consent Consents for the Licenses subject to such Closing shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this AgreementAgreement with respect to such Licenses, including any documents required to be filed in connection therewith (the each, an “HSR Notice”). The Parties shall use their respective commercially reasonable efforts to obtain, and each HSR Notice shall specifically request request, early termination of the waiting period prescribed by the HSR Act, Act (if applicablethe FTC and the DOJ are accepting such requests at such time). The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the each HSR Notice. (c) Each To the extent permitted by applicable Law, each Party shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.4, including by using their respective commercially reasonable efforts in connection with (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding filings by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required or requested to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party Party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In Except as otherwise specified on Schedule D, (i) in the event that at any time after the date hereof any of the Seller T-Mobile Parties or their Affiliates enters into any transaction that includes Low-Band Licenses that would have the effect of causing the T-Mobile PartiesParties or their Affiliates to exceed the screen for Low-Band Licenses under applicable FCC Rules in an applicable market (or to increase their attribution in a market where the T-Mobile Parties or their Affiliates already exceed such screen), or any of the T-Mobile Parties and their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing Affiliates shall use their commercially reasonable efforts to eliminate or otherwise impeding mitigate as fully as possible any resulting adverse effect that would reasonably be expected to materially delay, prevent or otherwise impede the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement (except as otherwise specified on Schedule D) shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, or to acquire spectrum, in each case, that is not a Low-Band License or outside of the geographic markets in Schedule A, and (ii) notwithstanding the foregoing or anything to the contrary in this Section 5.4 or otherwise in this Agreement, in no event shall either T-Mobile Party or any of its Affiliates be required to divest any asset or business, refrain from acquiring any Low-Band Licenses or other assets with respect to which either T-Mobile Party or any of its Affiliates is attributed ownership under FCC Rules as of the date of this Agreement, or accept any Burdensome Condition, in each case, in connection with the pursuit of the FCC Consents, the undertakings set forth expiration or early termination (if applicable) of the waiting period under the HSR Act or otherwise in connection with this Agreement or the transactions contemplated hereby. (e) Nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a Comcast Party or any of its Affiliates to enter into a spectrum license auction or acquire spectrum licenses at auction, or to acquire, sell, lease or take any other action with respect to spectrum licenses (in each case, but without limiting actions Comcast is permitted to take under Section 5.3(b) or Schedule B are incorporated into E, except with respect to the obligations of the Comcast Parties and are an integral part its Affiliates under this Agreement and the Lease with respect to the Licenses). Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, in no event shall either Comcast Party or any of its Affiliates be required to divest any asset or business, refrain from acquiring, selling, or leasing any Low-Band Licenses or other assets with respect to which either Comcast Party or any of its Affiliates is attributed ownership under FCC Rules as of the date of this Section 5.4(dAgreement, alter any of its businesses, accept any condition that is adverse to any of its business operations (other than any such conditions that are both de minimis and administrative in nature) or take any other action with respect to its businesses, in each case, in connection with the pursuit of the FCC Consents, the expiration or early termination (if applicable) of the waiting period under the HSR Act or otherwise in connection with this Agreement or the transactions contemplated hereby (except for conditions on the Licenses that will only be in effect upon the Closing with respect to the applicable Licenses).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend file with the FCC Applications consistent with the transactions contemplated by this Agreement all applications and notifications necessary to obtain the necessary FCC ConsentConsent (the “FCC Application”). The Parties shall use their respective commercially reasonable efforts to file amended the FCC Applications by March 31, 2023Application within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) Application, and will use (and cause their respective Affiliates to use) their respective commercially reasonable best efforts to take all steps necessary, necessary and proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to Consent. (xb) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller Parties shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions transaction contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall use their respective commercially reasonable efforts to file the HSR Notice within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.4, including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions transaction contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions transaction contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions transaction contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions transaction contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no neither Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions transaction contemplated hereby, either in person or by telephone (or otherwise remotely)telephone, with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions transaction contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) VZW shall not take any action to oppose or otherwise impede the T-Mobile Parties with respect to: (i) any acquisition of a Channel 51 license in a market area covered by any of the VZW Licenses; (ii) any frequency-relocation of a Channel 51 licensee operating in any such market; or (iii) any frequency-sharing or other frequency-related agreement with a Channel 51 licensee operating in any such market. Further, VZW shall not file any petition for reconsideration, appeal or other legal challenge to the Interoperability Order and shall not take any other action that could reasonably be expected to result in the materially adverse modification of the Interoperability Order in a manner that would be inconsistent with the voluntary industry agreement contemplated by the Interoperability Order. (e) In the event that at any time after the date hereof VZW or any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could would have the effect of materially delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. Each of Essex and Nexans shall cooperate with each other and use (aand shall cause their respective Subsidiaries to use) In connection with the Original Agreementcommercially reasonable efforts to take or cause to be taken all actions, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, the Parties shall amend the FCC Applications consistent with Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the necessary FCC Consenttransactions contemplated by this Agreement (“Governmental Filings”). The Parties In addition to the foregoing, each of Essex and Nexans shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect or cause to the FCC Applications be filed within thirty (as amended30) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after days following the date of this AgreementAgreement (or such shorter period as may be required by applicable Law) all documentation, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA filings and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC other documents necessary in connection with this any required application, report or other filing or request for approval or notifications with any Governmental Entity from which consent, approval or clearance is required to remove the license condition. (b) At such time as the Parties agree be obtained in good faith (connection with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including including, without limitation, any documents required to be filed in connection therewith Governmental Entity with regulatory jurisdiction over enforcement of any applicable Competition Laws (the a “HSR NoticeGovernmental Antitrust Entity”). The HSR Notice Each of Essex and Nexans shall specifically respond promptly to any request early termination for additional information or documentary material that may be made by any such Governmental Entity. Subject to applicable Laws relating to the exchange of information, Essex and Nexans shall have the waiting period prescribed by right to review in advance, and to the HSR Actextent practicable each will consult the other on, if applicable. The Parties shall cooperate in all the diligent submission of any supplemental information requested by relating to either Essex or Nexans or their respective Subsidiaries or Affiliates, as the FTC or the DOJ case may be, with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects contents of any material communication received by such Party or its Affiliates fromfiling made with, or given by such Party or its Affiliates written materials submitted to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private third party relating to the approval of the transactions contemplated hereby by and/or any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority Entity in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf Agreement. In exercising the foregoing right, each of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties Essex and Nexans shall use its or their reasonable best efforts to eliminate or otherwise mitigate act reasonably and as fully promptly as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise reasonably practicable. Notwithstanding anything in this Agreement shall prevent to the contrary, in no event will either Essex or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party Nexans or any of its Affiliates Affiliate thereof be obligated to propose or agree to accept any undertaking or condition, to enter into a spectrum auction any consent decree, to make any divestiture, to accept any operational restriction, or acquire spectrum at auction. Furthermoretake any other action that, in the undertakings set forth in Schedule B are incorporated into and are an integral part reasonable judgment of this Section 5.4(d)either Essex or Nexans, could be expected to limit the right of the Joint Venture to own or operate all or any portion of the Nexans WW Business or Essex WW Business or of either Essex or Nexans (as the case may be) or any Affiliate thereof to own or operate any portion of their existing businesses or assets.

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon promptly as practicable after the date execution of this Agreement, the Parties each party to this Agreement (i) shall amend the FCC Applications consistent make all filings (if any) and give all notices (if any) required to be made by such party in connection with the transactions contemplated by this Agreement which, if not made, would reasonably be expected to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions an adverse effect on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness ability of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating parties to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to consummate the transactions contemplated by this Agreement, including any documents and (ii) shall use commercially reasonable efforts to obtain all consents and approvals (if any) required to be filed obtained (pursuant to any Applicable Law or Contract, or otherwise) by such party in connection therewith order to consummate the transactions contemplated by this Agreement; provided, however, that (A) Seller shall be responsible for making all filings with and obtaining all such consents and approvals from Governmental Entities pursuant to laws applicable to Seller, the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR ActBusiness or its properties, and for using commercially reasonable efforts to obtain all such consents and approvals (if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ any) with respect to the HSR NoticeAssigned Contracts which are required to be obtained from parties to Assigned Contracts; (B) Purchaser shall be responsible for making all filings with and obtaining all such consents and approvals from Governmental Entities pursuant to laws applicable to Purchaser, its Affiliates or their respective business or properties; and (C) the parties shall assist and cooperate with one another to make such filings or to obtain such consents and approvals. (b) Each party to this Agreement shall promptly deliver to the other party a copy of each such filing made, each such notice given and each such consent obtained by such party during the Pre-Closing Period. Each party shall promptly provide the other parties with copies of all filings made by the other party with any state, federal or foreign Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (c) Each Party shallNotwithstanding anything to the contrary hereunder, Purchaser and shall cause its Affiliates toshall not be obligated to consent to any divestitures, cooperate with the operational limitations or activities or other Party conditions in connection with the making of all filings and the obtaining of all said consents or approvals referred nor to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the nonmake any out- of-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given pocket expenses in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible obtaining any such adverse effect on obtaining such consents or approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend file with the FCC Applications consistent with the transactions contemplated by this Agreement all applications and notifications necessary to obtain the necessary FCC ConsentConsents (the “FCC Applications”). The Parties shall use their respective commercially reasonable efforts to file amended the FCC Applications by March 31, 2023within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) Applications, and will use (and cause their respective Affiliates to use) their respective commercially reasonable best efforts to take all steps necessary, necessary and proper or advisable to obtain the FCC Consent as soon as reasonably practicable after Consents. For the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtainedavoidance of doubt, the Parties shall use their respective reasonable best efforts to (x) have file Form 608 applications with the FCC remove conditions sufficiently in advance of the execution of the De Facto Transfer Leases on the Seller Licenses associated with Closing Date to enable the Seller’s commitments and undertakings pursuant De Facto Transfer Leases to the NSA and commence immediately upon their execution. (yb) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller Parties shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions transaction contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall use their respective commercially reasonable efforts to file the HSR Notice within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b)5.4, including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions transaction contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions transaction contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions transaction contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions transaction contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no neither Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions transaction contemplated hereby, either in person or by telephone (or otherwise remotely)telephone, with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any either of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) The VZW Parties shall not take any action to oppose or otherwise impede the T-Mobile Parties with respect to: (i) any acquisition of a Channel 51 license in a market area covered by any of the Assigned VZW Licenses that are in the 700 MHz band; (ii) any frequency-relocation of a Channel 51 licensee operating in any such market; or (iii) any frequency-sharing or other frequency-related agreement with a Channel 51 licensee operating in any such market. Further, the VZW Parties shall not file any petition for reconsideration, appeal or other legal challenge to the Interoperability Order and shall not take any other action that could reasonably be expected to result in the materially adverse modification of the Interoperability Order in a manner that would be inconsistent with the voluntary industry agreement contemplated by the Interoperability Order. (e) In the event that at any time after the date hereof any of the Seller VZW Parties or the T-Mobile Parties, or any of their respective Affiliates, enters enter into any transaction or takes take some other action that could would have the effect of materially delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with Each of Buyer, Merger Sub and the Original AgreementCompany agree to make appropriate filings pursuant to the HSR Act and any applicable foreign antitrust, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC competition or merger control Laws with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject practicable and to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity supply as promptly as practicable any additional information and documentary material that term is defined in may be requested pursuant to the HSR Act toand/or any such applicable foreign Law, prepare and file with to use their reasonable best efforts to take all other actions necessary to cause the FTC expiration or termination of the applicable waiting periods or to obtain any Consents under the HSR Act and/or such foreign Law, as soon as practicable. Without limiting the foregoing, Buyer, Merger Sub and the DOJ the notifications Company shall file any and all required pursuant to Notification and Report Forms under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement no later than seven Business Days after the date the transactions contemplated hereby are publicly announced. Subject to restrictions required by Law, each of Buyer, Merger Sub and the Company shall promptly supply, and shall cause their affiliates or owners promptly to supply, the others with any information which may be reasonably required in order to make any filings or applications pursuant to this Section 5.6(a). (b) Each of Buyer, Merger Sub and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with other parties in doing, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any documents required other nation or other jurisdiction (each, an “Antitrust Authority”) to be filed enable the Closing to occur as soon as reasonably possible (and in connection therewith any event no later than the Outside Date), to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any Law or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger (“HSR NoticeAntitrust Prohibition”). The HSR Notice shall specifically request early termination , or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the waiting period prescribed Merger, fails to do so by the HSR ActOutside Date. Except as expressly contemplated by this Agreement, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party neither Buyer nor Merger Sub shall, and Buyer shall cause its Affiliates not to, cooperate with the other Party in connection with the making take any action (including any acquisition of all filings and the obtaining of all approvals referred to in this Section 5.4 businesses or in Section 9.1(b), including by (iassets) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion which would reasonably be expected to address substantive matters related to prevent or delay the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect consummation of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf due to the actions of any Party. (d) Antitrust Authority; by Buyer, Merger Sub or the Company, as applicable. Buyer and Merger Sub acknowledge and agree that in the event that any Affiliate of Buyer or Merger Sub take any such action that it shall be deemed to be a breach of this Agreement by Buyer and Merger Sub. In the event that at any time after action is threatened or instituted challenging the date hereof Merger as violative of any antitrust Law, the Buyer, Merger Sub and the Company shall use their reasonable best efforts to take and cause their Affiliates to take all action necessary to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Seller transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the T-Mobile Partiesconsummation of the transactions contemplated by this Agreement, the Buyer, Merger Sub and the Company shall use their reasonable best efforts to take promptly, and cause their Affiliates to take promptly, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Outside Date. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company, Buyer and Merger Sub shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company, Buyer, Merger Sub or Sponsor, as the case may be, or any of their respective Subsidiaries or Affiliates, enters into from any transaction third party and/or any Governmental Entity with respect to such transactions. The Company, Buyer and Merger Sub shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Notwithstanding anything to the contrary in this Section 5.6(c), materials provided to the other party or takes some its outside counsel may be redacted to remove any estimate of the valuation of the Company, its business or its shares, or identifying other action that could have the effect of delayingpotential acquirers. The Company shall cooperate with Buyer, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated herebyMerger Sub and Sponsor, such Party or Parties and shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible assist Buyer, Merger Sub and Sponsor, in resisting and reducing any such adverse effect on obtaining such approvals; provided that nothing in action required by this Section 5.4 or otherwise in this Agreement 5.6. The parties shall prevent or limit in any waytake reasonable efforts to share information protected from disclosure under the attorney-client privilege, or impose any obligation with respect towork product doctrine, or impose any condition upon, the right or ability of a T-Mobile Party joint defense privilege or any of its Affiliates other privilege pursuant to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)section so as to preserve any applicable privilege.

Governmental Filings. (a) In connection with Promptly following the Original execution of this Agreement, the Parties shall proceed promptly to prepare and file, or cause to be prepared and filed by their respective “ultimate parent entities,” with the FCC appropriate Governmental Entities such requests, reports or notifications as may be required in connection with this Agreement or the applications seeking other Transaction Documents and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the FCC Consent prosecution of, such matters. Without limiting the foregoing, promptly following the execution of this Agreement, but in any event within ten (the “FCC Applications”). As soon as practicable after 10) Business Days following the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use or their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their “ultimate parent entity as that term is defined in the HSR Act to, prepare and entities” shall file with the FTC Department of Justice and the DOJ Federal Trade Commission the notifications and other information, if any, required pursuant to be filed under the HSR Act with respect to the transactions contemplated hereby and by this Agreement, including any documents required the other Transaction Documents and shall use their respective commercially reasonable efforts to cause all applicable waiting periods under the HSR Act to expire or be filed in connection therewith (terminated as of the “HSR Notice”)earliest possible date. The HSR Notice shall specifically request early termination of Purchaser and the waiting period prescribed by Sellers will bear equally all applicable filing fees due under the HSR Act. Each of the Sellers and the Purchaser shall, if applicable. The Parties shall cooperate in the diligent submission of as promptly as practicable, comply with any supplemental request for additional information requested by the FTC or the DOJ with respect and documents pursuant to the HSR Notice. (c) Act. Each Party shall, of the Sellers and the Purchaser shall cause its Affiliates to, cooperate with inform the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received made by or on behalf of such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) including permitting the other Party to review such communication in advance any material communication delivered toadvance), or received from, the Federal Trade Commission or the Department of Justice and consulting with shall furnish to the other Party in advance of any meeting or conference with, any Governmental Authority relating to such information and assistance as the transactions contemplated hereby or other may reasonably request in connection with its preparation of any proceeding by a private party relating to filing, submission or other act that is necessary or advisable under the approval HSR Act. Each of the transactions contemplated hereby by Sellers and the Purchaser shall keep each other timely apprised of the status of any Governmental Authoritycommunications with, and any inquiries or requests for additional information from, the Federal Trade Commission or the Department of Justice and shall comply promptly with any such inquiry or request. To the extent practicable under the circumstances, no No Party or its Affiliates shall agree to participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority Entity in connection respect of any filings, investigation or other inquiry unless it consults with the proposed transaction unlessother Parties in advance, and to the extent not prohibited permitted by such Governmental AuthorityEntity, it and gives the other Party Parties the opportunity to attend and observeparticipate thereat. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes Purchaser and the Sellers agree to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use utilize commercially reasonable reasonably efforts to secure confidential treatment of such information pursuant avoid or eliminate any impediment under any Antitrust Law that may be asserted by any U.S. federal, state, or local antitrust or competition authority so as to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, enable the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding expeditiously close the transactions contemplated by this Agreement by or on behalf of any Party. (d) and the other Transaction Documents. In addition, without limiting the event that at any time after the date hereof any generality of the Seller foregoing regarding Governmental Entities, the Purchaser and the Sellers agree to utilize commercially reasonable efforts to attempt to vacate or the T-Mobile Parties, lift any order or any of their respective Affiliates, enters into any transaction or takes some other action restraint relating to Antitrust Laws that could would have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect making the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate by this Agreement and the other Transaction Documents illegal or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise prohibiting their consummation. Nothing in this Agreement shall prevent (i) require the Purchaser to divest of any assets currently owned by it or limit (ii) require the Sellers to retain any portion of the Acquired Assets, in any wayeither case, in connection with obtaining the termination or impose any obligation with respect to, or impose any condition upon, early expiration of the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, waiting period under the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)HSR Act.

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date execution and delivery by the Parties of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Stock Purchase Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) 20 Business Days after from the FCC Consent date of this Stock Purchase Agreement (the “Filing Deadline”)): (i) each of Parent, Sweden Seller, and Buyers shall have been obtained, the Parties shallseparately make, or shall cause their ultimate parent entity respective Affiliates to make, the filings required by each of them relating to the Governmental Approval set forth on Schedule C Part 1; (ii) Buyers shall provide all notices and make all filings relating to the Governmental Approvals set forth on Schedule C Part 2A and Schedule C Part 3 and shall make, or shall cause their respective Affiliates to make, the filings relating to the Buyer Governmental Approvals set forth on Schedule S Part 1, in each case to the extent not already made prior to the date of this Stock Purchase Agreement, and provided, however, that to the extent Buyers, after exercising commercially reasonable efforts, are unable to collect by the Filing Deadline the requisite information and documentation necessary for submission of such filings from Persons outside of Buyers’ control, Buyers shall make any such filings as that term is defined soon as practicable and in any event will use all commercially reasonable efforts to make such filings no later than 30 Business Days from the date of this Stock Purchase Agreement (the “Extended Deadline”); and (iii) Buyers shall collect all information necessary to determine, in good faith consultation with the competition regulatory counsel to Parent, whether any approval, consent, authorization of Permit from, or filing or notice to, or expiration or termination of a mandatory waiting period by, a Governmental Entity in addition to the Governmental Approvals or the Buyer Governmental Approvals are required under applicable Law (which shall include for the purposes of this clause any antitrust or merger control law) (any such approvals, consents, authorizations, Permits, filings, notices, or expirations or terminations, the “Additional Governmental Approvals”), and provide written notice of the Additional Governmental Approvals to Parent and Sweden Seller. (b) No later than three Business Days following receipt of the Buyer Governmental Approvals set forth on Schedule S Part 1, Buyers shall make or cause to be made all filings relating to the Buyer Governmental Approvals set forth on Schedule S Part 2. (c) Buyers shall make the filings relating to the Governmental Approval set forth on Schedule C Part 2B1a no later than five Business Days after the European Commission takes jurisdiction under Article 4(5) of the EC Merger Regulation, or, in the HSR Act event that the European Commission does not accept such filings within five Business Days after taking jurisdiction under Article 4(5) of the EC Merger Regulation, no later than one Business Day after the European Commission’s agreement to accept the filings relating to the Governmental Approval set forth on Schedule C Part 2B1a (“European Commission Filing Deadline”), provided, however, that to the extent Buyers, after exercising commercially reasonable efforts, are unable to collect by the European Commission Filing Deadline the requisite information and documentation necessary for submission of such filings from Persons outside of Buyers’ control, Buyers shall make the filings relating to the Governmental Approval set forth on Schedule C Part 2B1a as soon as practicable and in any event will use all commercially reasonable efforts to make such filings no later than the Extended Deadline. If the European Commission has not taken jurisdiction under Article 4(5) of the EC Merger Regulation, Buyers shall make the filings relating to the Governmental Approvals set forth on Schedule C Part 2B1b no later than 20 Business Days from the date of Buyer being informed by the European Commission that it has not taken jurisdiction under Article 4(5) of the EC Merger Regulation (“Member State Filing Deadline”), provided, however, that to the extent Buyers, after exercising commercially reasonable efforts, are unable to collect by the Member State Filing Deadline the requisite information and documentation necessary for submission of such filings from Persons outside of Buyers’ control, Buyers shall make the filings relating to the Governmental Approval set forth on Schedule C Part 2B1b as soon as practicable and in any event will use all commercially reasonable efforts to make such filings no later than the Extended Deadline. (d) No later than 30 Business Days from the date of this Stock Purchase Agreement, Buyers shall make the filings, if any relating to the Additional Governmental Approvals (“Additional Governmental Approvals Filing Deadline”) provided, however, that to the extent Buyers, after exercising commercially reasonable efforts, are unable to collect by the Additional Governmental Approvals Filing Deadline the requisite information and documentation necessary for submission of such filings from Persons outside of Buyers’ control, Buyers shall make such filings as soon as practicable and in any event will use all commercially reasonable efforts to make such filings no later than the Extended Deadline. (e) Subject to restrictions imposed by Law, each of Parent and Sweden Seller on the one hand, and Buyers on the other hand shall, and shall cause their respective affiliates to, prepare : (i) promptly supply the other with any information that may be reasonably required in order to make any notices or filings to be made pursuant to Section 5.1(a) or Section 5.1(b); (ii) promptly notify the other of the occurrence of any event that is required to be set forth in an amendment or supplement to any notices or filings made pursuant to Section 5.1(a) or Section 5.1(b) and file cooperate with each other in filing promptly with the FTC and relevant Governmental Entity such amendment or supplement; (iii) promptly notify the DOJ other upon the notifications required pursuant to receipt of any relevant comments, questions or requests, including requests for the HSR Act with respect production of any documents or information or the amendment or supplement of any filing, from a Governmental Entity relating to the transactions contemplated by this Stock Purchase Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice.; (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult in advance and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and proposals to be made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party to a Governmental Entity relating to the transactions contemplated by this Stock Purchase Agreement; and (v) except to the extent such disclosure is prohibited by Law, provide, upon the request of the other Party, copies of all correspondence between itself or its Affiliates and any Governmental Entity relating to the transactions contemplated by this Stock Purchase Agreement, it being understood that the Parties may designate any competitively sensitive materials provided to the other under this Section 5.1(c)(v) as “Outside Counsel Only” with such materials and the information contained therein to be provided only to the outside legal counsel of the receiving Party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving Party without the prior written consent of the Party providing such materials. (df) In Subject to Section 5.1(e), each Party shall be responsible for its own costs and expenses, including legal fees and disbursements, incurred by it in respect of making its own filings that are required and as set forth in this Section 5.1, provided that where the event Parties agree to appoint joint counsel in respect of any filing that is required pursuant to this Section 5.1, at Closing, Parent shall reimburse Buyers for 50% of all legal fees and disbursements paid by Buyers to such local counsel, and Buyers shall reimburse Parent for 50% of all legal fees and disbursements paid by Parent to such local counsel, in each case to the extent not already reimbursed prior to Closing. (g) Buyers shall, or shall cause their respective Affiliates to, promptly pay all filing fees required in connection with any time after Governmental Approval and any Buyer Governmental Approval, provided that Parent shall, at Closing, reimburse Buyers for 50% of all such fees paid by Buyers to the extent not already reimbursed prior to Closing. (h) From the date hereof of this Stock Purchase Agreement until Closing, Buyers shall not, and shall use commercially reasonable efforts to cause each member of Geely Group not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive Agreement relating to, or the consummation of, such acquisition would reasonably be expected to: (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Entity necessary to consummate the transactions contemplated by this Stock Purchase Agreement or the expiration or termination of any applicable waiting period; (ii) increase the risk of a Governmental Entity seeking or entering an Order prohibiting the consummation of the transactions contemplated by this Stock Purchase Agreement; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) otherwise prevent or delay the consummation of the transactions contemplated by this Stock Purchase Agreement. (i) Notwithstanding any provision to the contrary in this Stock Purchase Agreement, Buyers and members of Buyer Group shall not be required hereunder to (i) enter into any settlement, undertaking, consent decree, stipulation or other Agreement (collectively, “Undertakings”) with any Governmental Entity in connection with this Stock Purchase Agreement, any Transaction Document or any other agreements contemplated hereby or (ii) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation foregoing) with respect toto the subsidiaries, businesses, assets or impose any condition uponproperties of the Target Companies, Buyers or members of Buyer Group (collectively, “Divestitures”), except to the right extent such Undertakings or ability Divestitures are not material to the combined operations of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into Buyer Group and are an integral part of this Section 5.4(d)Target Companies and the Company Subsidiaries.

Governmental Filings. (a) In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”), which are to be amended in accordance with the First Closing License Purchase Agreement. As soon as practicable (and in any event no later than ten (10) Business Days) after June 14, 2023, or an earlier date if mutually agreed by the date of this AgreementParties, the Parties shall amend file with the FCC Applications all applications or amendments necessary to obtain the FCC Consent consistent with the transactions contemplated by this Agreement to obtain the necessary (“Additional FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023Applications”). The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the Additional FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment filing date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Governmental Filings. (a) In connection with Subject to the Original Agreementterms and conditions herein provided, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date each of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties Seller and Buyers shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective its reasonable best efforts to take take, or cause to be taken, all steps actions and to do, or cause to be done as soon as reasonably practicable, all things reasonably necessary, proper or advisable under applicable Laws and regulations to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments consummate and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to effective the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination satisfaction, but not waiver, of the waiting period prescribed by closing conditions set forth in Section 3, with due regard to the following sub-sections. 5.1.1. Each of Seller and Buyers shall use reasonable best efforts to: (a) prepare all necessary documentation (including under the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of LFCE, the Brazilian Competition Act and any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. other applicable Antitrust Laws) and (cb) Each Party shallobtain authorizations, licenses, permissions, consents, waivers, non-objection confirmations and shall cause its Affiliates to, cooperate with the other Party in connection with the making approvals of all filings Governmental Authorities (including all Antitrust Authorities) and the obtaining expiration or termination of all approvals referred to in this Section 5.4 or in Section 9.1(b)applicable waiting periods (and any extension thereof, including by (i) providing upon request copies of all such filings under any agreement between the Parties and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any a Governmental Authority relating agreeing not to consummate the approval of Investment and the transactions contemplated hereby Share Purchase and of any material communication received or given in connection with any proceeding by Sale prior to a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (ivcertain date) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order Antitrust Laws or other confidentiality procedures of such Governmental Authority. Subject Laws necessary to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding consummate the transactions contemplated by this Agreement (“Governmental Authorizations”), with due regard to the following sub-sections. The filing fees incurred in connection with obtaining the Antitrust Approval shall be borne by or Buyers, provided however that all costs other than the filing fees shall be borne equally by Buyers and Seller (on behalf a 50% / 50% basis), and that costs of any Party. (d) In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any legal fees and expenses of their respective Affiliateslegal counsels and other advisors relating to the applicable filings shall be borne by the Party retaining such counsels and advisors, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)respectively.

Governmental Filings. (a) In connection with Subject to the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date terms and conditions of this AgreementAgreement and the other Transaction Documents, each of the Parties Buyer and the Sellers shall, and the Sellers shall amend cause the FCC Applications consistent Hostess Entities to, cooperate with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties each other and shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all steps actions, and do or cause to be done, and reasonably assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Agreement or the other Transaction Documents and, subject to the conditions set forth in Section 7.3, to consummate the Transactions as soon as practicable. (b) Without limiting the generality of the foregoing clause (a), the Buyer and the Sellers shall, and the Sellers shall cause the Hostess Companies to, use their reasonable best efforts to each make an appropriate filing of a Notification and Report Form pursuant to the HSR Act within ten Business Days following the execution of this Agreement (unless otherwise agreed upon by the Parties in writing). The Buyer and the Sellers shall, and the Sellers shall cause the Hostess Companies to, supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods as soon as practicable. The Buyer and the Sellers shall, and the Sellers shall cause the Hostess Companies to, respond as promptly as practicable to any additional requests for information, including requests for production of documents and production of witnesses for interviews, investigational hearings or depositions, made by the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission (the “Antitrust Authorities”) and take all other reasonable actions to obtain all applicable consents, approvals, clearances or waivers from the FCC Consent Antitrust Authorities. The Buyer shall exercise its reasonable best efforts, and the Sellers shall, and the Sellers shall cause the Hostess Companies to, cooperate fully with the Buyer, to prevent the entry in any Legal Proceeding brought by an Antitrust Authority or any other Governmental Entity of an Order that would prohibit, make unlawful or delay the consummation of the Transactions. Other than such Filings under the HSR Act, the filing of which shall be made in accordance with the first sentence of this Section 6.12(b), the Buyer and the Sellers will, and will cause the Hostess Entities to, as soon as reasonably practicable after and in no event more than 60 days following the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date execution of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition. (b) At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with each applicable Governmental Entity all Filings and requests for such Permits set forth on Section 6.12(b) of the FTC Disclosure Schedule, which Filings and requests are necessary for the consummation of the Transactions in accordance with the terms of this Agreement. The Buyer and the DOJ Sellers will, and will cause the notifications required pursuant Hostess Entities to, diligently pursue and use their reasonable best efforts to obtain such Permits as soon as reasonably practical and will cooperate with each other in seeking such Permits. To such end, the HSR Act with respect Parties agree to make available the transactions contemplated by this Agreement, including any documents required personnel and other resources of their respective organizations in order to be filed in connection therewith (the “HSR Notice”)obtain all such Permits. The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice. (c) Each Party shall, and shall cause its Affiliates to, cooperate with will promptly inform the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects Parties of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby Entity from which any such Permit is required and of any material communication received or given in connection with any proceeding Legal Proceeding by a private party relating to the approval party, in each case regarding any of the transactions contemplated hereby by any Governmental AuthorityTransactions, and (iv) permitting will permit the other Party to review in advance any material communication delivered given by it to, and consulting consult with the each other Party in advance of any response to, or meeting or conference with, any such Governmental Authority relating to the transactions contemplated hereby or Entity or, in connection with any proceeding Legal Proceeding by a private party relating party, with such other Person, and to the approval extent permitted by such Governmental Entity or other Person, give the other Party the opportunity to review such response and to attend and to participate in such meetings and conferences. (c) Each of the transactions contemplated hereby Sellers and the Buyer agrees to instruct its respective counsel to cooperate with each other and use their reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under any applicable Antitrust Laws at the earliest practicable dates. Said reasonable best efforts and cooperation include counsel’s undertaking (to the extent permitted by applicable Law and in each case regarding the Transactions and without waiving attorney-client or any other applicable privilege) to (i) furnish to each other’s counsel such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any Filing or submission that is necessary under the HSR Act and any other applicable Antitrust Laws (except for sharing any Item 4(c) or Item 4(d) documents), and (ii) cooperate in the filing of any substantive memoranda, white papers, Filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the Transactions or responding to requests or objects made by any Governmental AuthorityAntitrust Authority or any Person. To None of the extent practicable under Sellers or the circumstances, no Party Buyer or its any of their respective Affiliates or counsel shall independently contact any Antitrust Authority or participate in any meeting or discussion (or any other communication by any means) with any Antitrust Authority in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Buyer and its Affiliates, the Sellers, and in the case of the Sellers and its Affiliates, the Buyer, where practicable, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Antitrust Authority, the opportunity to review and comment on the contents of any representations (oral or otherwise) expected to address substantive matters related to be communicated at the transactions contemplated herebymeeting or discussion, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unlessand, to the extent not prohibited permitted by such Governmental the relevant Antitrust Authority, it gives the other Party the opportunity to attend and observe. The Parties participate at the meeting or discussion (which, at the request of the Buyer or the Sellers, as applicable, shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes be limited to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Partyoutside antitrust counsel only). (d) In During the event that Interim Period, to the extent reasonably and specifically requested by the Buyer and at any time after the date hereof any sole cost and expense of the Seller or Buyer, the T-Mobile PartiesSellers shall, or any of their respective Affiliatesand shall cause the Hostess Entities to, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible obtain any such adverse effect on required consents and approvals of parties to Contracts with any Hostess Entity, and the Buyer shall cooperate with reasonable requests of the Sellers in connection with obtaining such approvals; provided Consents. The Buyer agrees that nothing in this Section 5.4 any Filings or otherwise in this Agreement Permits with or from any Governmental Entity are the responsibility of the Buyer, and that the Buyer shall prevent or limit in any waytake, or impose any obligation with respect tocause to be taken, all actions and to do, or impose cause to be done, all things required, necessary, proper or advisable to obtain such Filings or Permits with or from any Governmental Entity as are required, necessary, proper or advisable in connection with the consummation of the Transactions; provided, however, that at the Buyer’s expense, the Sellers shall, and shall cause the Hostess Entities to cooperate with reasonable requests of the Buyer in connection with obtaining such Filings or Permits. Without limiting the foregoing, from the date hereof through the Closing Date, the Buyer agrees that except as may be agreed in writing by the Sellers, the Buyer and its Affiliates shall not, and shall not permit any action, including entering into any transaction, which could reasonably be expected to impact the ability of the Parties to secure all required Filings or Permits with or from any Governmental Entity to consummate the Transactions, or take any action with any Governmental Entity relating to the foregoing, or agree, in writing or otherwise, to do any of the foregoing, in each case which could reasonably be expected to materially delay or prevent the consummation of the Transactions or result in the failure to satisfy any condition upon, to consummation of the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d)Transactions.