Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Except as otherwise provided in this Agreement, each Party agrees to, and the Seller shall cause its respective controlled Affiliates to, use its reasonable best efforts to to: (i) promptly obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably other Transaction Documents, (ii) cooperate fully with the other party Party in promptly seeking to obtain all such authorizationsConsents, consentsand (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. (b) Each Party agrees to, orders and approvals. On May 20shall cause its respective Affiliates to, 2016make its respective filing, each Party filed its Notification and Report Form required under if necessary, pursuant to the HSR Act with respect to the transactions contemplated Transactions as promptly as reasonably practicable after the date hereof and no later than 15 Business Days thereafter unless otherwise agreed by this Agreement. Each such party shall the Parties and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Each Party agrees to, and shall cause its respective Affiliates to, make as promptly as reasonably practicable its filings and notifications, if any, and cooperate with the foregoingother Party if required for making such filings under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law. Buyer shall pay the filing fees required under the HSR Act. (c) Without limiting the generality of the foregoing and subject to the limitations set forth in this Agreement Section 5.3(c), if any objection is asserted with respect to the Transactions under any Antitrust Law or if any Action, whether administrative or judicial, is instituted (or threatened to be instituted) by a Governmental Authority challenging the Transactions as violative of any applicable Antitrust Law or which would otherwise make the Transactions illegal or prevent, prohibit, delay or materially impair the consummation of the Transactions, each Party and its respective Subsidiaries or other Affiliates shall use their respective reasonable best efforts to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of the Transactions as promptly as reasonably practicable, including (x) at Buyer’s option, with the consent of Seller (such consent not obligate to be unreasonably withheld, conditioned or delayed), to contest and resist any such objection or Action and (y) to use their respective reasonable best efforts to have vacated, lifted, reversed or overturned any Governmental Order (including any statute, rule, regulation), whether temporary, preliminary or permanent and whether judicial or administrative in nature, that is in effect and that prohibits, prevents or restricts consummation of the Purchaser Transactions and to have such Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the Transactions; provided that, notwithstanding anything to the contrary contained in this Section 5.3, neither this Section 5.3(c), nor the “reasonable best efforts” standard herein shall require, or be construed to require, any Party or any of their respective Subsidiaries or other Affiliates, in order to resolve any such objections or Actions (or threatened Actions) or otherwise, to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Closing, of any Assets of Buyer, its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties Acquired Companies or businesses of the Purchaser Related Consolidated Entities (or any of its Affiliates their respective Subsidiaries or of the assetsother Affiliates), properties, businesses or (ii) take or agree to be acquired pursuant hereto or otherwise take any other action that limits the or agree or consent to any limitations or restrictions on freedom of action actions with respect to, or its ability to retain, or make changes in, any Assets of the businessesBuyer, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and Acquired Companies or Related Consolidated Entities (or any of their respective Affiliates shall not extend Subsidiaries or other Affiliates) (any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable such action described in connection with the transactions contemplated by this Agreement, including clauses (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) above, a “Settlement Action”) that would, individually or in the amendment aggregate with all other such requirements, reasonably be expected to have a Seller Material Adverse Effect (without giving effect to the provisos contained in the definition of each AT&T Contract Seller Material Adverse Effect) after the Closing Date (provided that any Settlement Action imposed on Buyer or its Affiliates (other than the Acquired Companies and Related Consolidated Entities), together with any Settlement Actions imposed on the Acquired Companies and Related Consolidated Entities, shall be considered to extend result in a Seller Material Adverse Effect pursuant to this Section 5.3(c) if such actions would reasonably be expected to, individually or in the term aggregate, constitute a Seller Material Adverse Effect if measured by reference to the business, assets, financial condition or results of each such contract until August 31operations of (and as though imposed upon) the Acquired Companies and Related Consolidated Entities, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts taken as a whole). In the event that any Settlement Action is proposed by or acceptable to assist the Seller in obtaining such consents and amendments; provideda Governmental Authority, however, that the Purchaser Buyer shall have the sole right to determine whether to and the manner in which to implement the requirement of such Governmental Authority; provided that in no obligation to give event will Buyer or the Acquired Companies or Related Consolidated Entities (or any guarantee of their respective Subsidiaries or other consideration Affiliates) be required to take or effect any Settlement Action that is not conditioned upon the consummation of any nature in connection with any such consent or amendment or to consent to any change in the terms of any ContractClosing. (d) The Seller To the extent permitted by applicable Law and subject to all applicable privileges (including the Purchaser attorney-client privilege), each Party shall promptly notify the other Party of any substantive communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Section 5.3 and permit the other Party to review in advance (and to consider any comments made by the other Party in relation to) any proposed substantive communication by such Party to any Governmental Authority relating to such matters. No Party shall agree thatto participate in any substantive meeting, in the event that telephone call, or discussion with any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party Governmental Authority in respect of any submissions, filings, investigation (including any settlement of the Business is not obtained prior investigation), or any other inquiry relating to such matters unless it consults with the other Party in advance and, to the Closingextent permitted by such Governmental Authority, gives the Seller willother Party the opportunity to attend and participate at such meeting, subsequent to the Closingtelephone call, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closingdiscussion. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Each Party shall, and shall cause its Affiliates to, use reasonable best efforts coordinate and cooperate fully with the other Party to obtain in exchanging such consent information and providing such assistance as soon as practicable after the Closing Dateother Party may reasonably request in connection with the foregoing, investigation, or any other inquiry under any applicable Antitrust Laws. The Parties shall, and (iii) except shall cause their respective Affiliates to, provide each other with copies of all substantive correspondence, filings, or substantive communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability this Agreement and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability Transactions; provided, however, that materials may be assigned to Purchaser pursuant to the foregoing clause redacted: (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller ) as necessary to the Purchaser at the Closing comply with contractual arrangements or applicable Laws; and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant (ii) as necessary to this Section 5.04, the Purchaser shall not assume, address reasonable attorney-client or have any Liability in respect of, such Contractother privilege or confidentiality concerns. (e) The Seller Parties, or their respective Subsidiaries, as applicable, shall give any notices to non-Governmental Authority third parties and use commercially reasonable efforts to obtain any non-Governmental Authority third-party Consents, approvals or waivers that are necessary, proper or advisable to consummate the Purchaser agree that if any consent, approval Transactions or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred otherwise in connection with the Purchaser’s performance of (Transactions; provided, however, that the Parties shall coordinate and cooperate in determining whether any actions or as a result Consents are required to be obtained from parties to any Contracts of the failure Acquired Companies and Related Consolidated Entities in connection with consummation of the Purchaser Transactions or otherwise in connection with the Transactions and seeking any such actions or Consents. The Parties shall each, upon request, furnish the other Party with all information concerning itself, its Subsidiaries and Representatives and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf the Parties or any of their respective Subsidiaries to perform) such obligations. For any third party in connection with the avoidance of doubt, the foregoing shall not limit the closing condition set forth Transactions and in Section 8.02(f)(i)obtaining any non-Governmental Authority third-party Consents.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Documents and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and After the Closing, the Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement, including (i) any such consents Agreement and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020other Documents. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Purchaser shall cooperate and Seller will use its reasonable best efforts to assist obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller in obtaining such consents and amendments; provided, however, thereunder so that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature would not in connection with any fact receive all such consent or amendment or to consent to any change in rights, the terms of any Contract. (d) The Seller and the Purchaser agree that, will cooperate in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit a mutually agreeable arrangement under any Contract to which the Seller is a party Purchaser would obtain the benefits and assume the obligations thereunder in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate accordance with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04subcontracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller shall have no Liability would enforce for the failure benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to obtain any consent, approval or authorization prior to or after the Closing. If Purchaser when received all monies received by the Seller under any Purchased Asset or Assumed Liability is not able to be transferred any claim or right or any benefit arising thereunder, except to the Purchaser except with extent the consent of any third party same represents an Excluded Asset. In such event, the Seller and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits and obligations of any relevant underlying Contract, the Seller shall deliver or remit Purchased Asset have not been provided to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller alternative arrangements satisfactory to the Purchaser at and Seller, negotiate in good faith an adjustment in the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractPurchase Price. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Purchaser and the Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably Agreement, (ii) cooperate fully with the other party Seller in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. On May 20Each party hereto agrees to make promptly (but in no event later than five Business Days after the date of this Agreement) its respective filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Each party hereto agrees to make as promptly as practicable (but in no event later than ten Business Days after the foregoingdate of this Agreement) its respective filings and notifications, this Agreement shall not obligate if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto (a “Divestiture Action”), and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby or of delaying such consummation until after the Termination Date. In addition, the Purchaser shall defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of the Purchaser or any of to use its Affiliates or of the assetsbest efforts, properties, businesses and to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect toand all steps necessary to eliminate each and every impediment under any antitrust, competition or its ability trade regulation Law to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate close the transactions contemplated hereby, except with the hereby prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Termination Date. (c) The Purchaser shall cooperate and use its reasonable efforts be entitled to assist direct the Seller antitrust defense of the transaction contemplated by this Agreement in obtaining such consents and amendments; providedany investigation or litigation by, howeveror negotiations with, that the Purchaser shall have no obligation to give any guarantee Governmental Authority or other consideration Person relating to the Agreement or regulatory filings under any applicable antitrust, competition, or trade regulation Law, including any communications with any Governmental Authority relating to any contemplated or proposed Divestiture Action. Without limiting the foregoing and subject to applicable legal limitations and the instructions of any nature in connection with any such consent or amendment or Governmental Authority, each party to consent to any change in this Agreement shall promptly notify the terms other party hereto of any Contract. (d) The Seller and the Purchaser agree that, in the event that communication it or any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve its Affiliates receives from any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior Governmental Authority relating to the Closing, matters that are the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect subject of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party Agreement and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with permit the other Party party to obtain review in advance any proposed communication by such consent as soon as practicable after the Closing Date, and (iii) except with respect party to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).any

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall use its reasonable best commercial efforts to obtain all authorizations, consents, orders and approvals of all third parties, including all Governmental Authorities and officials that may be or become reasonably necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within ten (10) Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the filing fee for such HSR Act or enter into any agreement with any Governmental Authority not to consummate filing shall be borne by the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Purchaser. (b) Between the date hereof and the Closing, the The Seller shall cooperate and use its reasonable best commercial efforts to obtain or assist the consent or approval of all Purchaser in obtaining such third parties party consents and estoppel certificates as may be reasonably necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser or the Business. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization reasonably necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve any right or benefit under any Assumed Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as is reasonably practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver use its reasonable commercial efforts to provide the Purchaser with, or remit cause to be provided to the Purchaser all economic benefit Purchaser, the rights and benefits of the affected Assumed Contract for the term of such Purchased Asset Assumed Contract. To the extent that any Assumed Contract is not capable of being assigned, transferred, subleased or Assumed Liability and sublicensed without the Purchaser shall perform consent or waiver of the Seller’s commercial obligations relating to other party thereto or any third party including a government or governmental unit, or if such Purchased Asset assignment, transfer, sublease or Assumed Liability until such time as such Purchased Asset sublicense or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of doubtany law, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to decree, order, regulation, or other governmental edict, this Section 5.04, the Purchaser Agreement shall not assumeconstitute an assignment, transfer, sublease or sublicense thereof, or have an attempted assignment, transfer, sublease or sublicense of any Liability in respect of, such Assumed Contract. (e) The Seller and the Purchaser agree that if In using its reasonable commercial efforts to obtain any authorization, order, consent, approval approval, assignment, estoppel certificate or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contractwaiver hereunder, the Seller shall not be obligated to incur costs, expenses (including third-party legal fees) and its Affiliates shall to (collectively, “Consent Costs”) which, along with all other Consent Costs incurred by the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer ContractSeller, (Bx) exceed $500,000 in the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, aggregate and (Cy) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred are other than one-time costs to be paid in connection with the Purchaser’s performance of (obtaining such authorization, order, consent, approval, assignment or as a result of the failure of the Purchaser to perform) such obligationswaiver. For the avoidance sake of doubtclarity, the foregoing Audiovox shall not limit the closing condition set forth in Section 8.02(f)(i)have any obligation to incur Consent Costs.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Purchaser and the Seller shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make promptly its respective filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Competition Act (the costs of which shall be payable by the Purchaser) with respect to the transactions contemplated by this Agreement. Each such party shall Transactions within Twenty (20) Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. Notwithstanding The Purchaser and Seller each agree that, during the foregoingterm of this Agreement, this Agreement it will not withdraw its filing under any applicable antitrust, competition or trade regulation law without the written consent of the other party. The Purchaser and Seller each agree that it will not enter into any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not obligate be required to pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval including any made pursuant to the Competition Act or the Forest Act (British Columbia) in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.05(a), the Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired by it pursuant hereto hereto, and the entry into such other arrangements as are required or otherwise take any action that limits advisable in order to avoid the freedom of action with respect toentry of, or its ability to retaineffect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this AgreementTransactions. The SellerIn addition, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain defend through litigation on the consent merits any claim asserted in court by any party in order to avoid entry of, or approval of all third parties necessary to have vacated or desirable in connection with terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the transactions contemplated Closing by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Termination Date. (c) The Purchaser Each party to this Agreement shall cooperate promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and use its reasonable efforts permit the other party to assist review in advance any proposed communication by such party to any Governmental Authority. None of the Seller parties to this Agreement shall agree to participate in obtaining such consents and amendments; providedany meeting with any Governmental Authority in respect of any filings, however, that the Purchaser shall have no obligation to give any guarantee investigation or other consideration of any nature inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with any such consent or amendment or to consent to any change the foregoing and in the terms seeking early termination of any Contractapplicable waiting periods including under the Competition Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. (d) The Seller and the Purchaser agree thatshall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation ordinary course of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, howeverbusiness), that other than in respect of a failure would reasonably be expected to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, make it more difficult to: (i) obtain the transfer of such Purchased Asset expiration or Assumed Liability shall not be effective as termination of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred waiting period under the Competition Act applicable to the Purchaser only upon such time as such consent has been obtainedpurchase of the Purchased Assets contemplated by this Agreement, (ii) each Party shallobtain the approval under any applicable antitrust, and shall cause its Affiliates tocompetition or trade regulation law, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to avoid the extent permitted under any relevant underlying Contractentry of, the Seller shall deliver or remit to commencement of litigation seeking the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assumeentry of, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of a Customer Contract cannot be obtained with respect to such Customer Contractthe Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the Seller and its Affiliates shall consummation of the Transactions, in each case prior to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Purchaser and the Seller Purchaser Shareholder shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Seller Parent and Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20The Seller Parent, 2016Seller and Intac Trading shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Seller). (b) Without limiting the generality of the Purchaser’s and Purchaser Shareholder’s undertaking pursuant to Section 5.03(a), the Purchaser and Purchaser Shareholder agree to use best efforts and to take any and all steps necessary to avoid or eliminate each Party filed its Notification and Report Form required every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the HSR Act with respect parties hereto to expeditiously close the transactions contemplated hereby no later than August 31, 2007 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by this Agreement. Each consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser and Purchaser Shareholder shall use best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (c) Each party shall promptly notify the other parties of any communication it or any of its Affiliates or receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the assets, properties, businesses other parties to be acquired pursuant hereto or otherwise take review in advance any action that limits the freedom of action with respect to, or its ability proposed communication by such party to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant Governmental Authority. No party shall agree to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between in advance and, to the date hereof extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third other parties necessary or desirable may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each Subject to clause (c) of this Section 6.5, each of the Purchaser and the Seller parties shall use its all reasonable best efforts to (i) obtain all permits, authorizations, consents, orders and approvals of all Governmental Government Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, including those consents set forth in the Company Disclosure Schedule; (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iii) fulfill all conditions to the Ancillary Agreements and will reasonably such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification giving such notice and Report Form required under making such filings. (b) Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party Agreement within five (5) Business Days of the date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Buyer shall have no obligations to divest any of its businesses or assets or to engage in litigation in order to secure approval under the HSR Act. Notwithstanding . (c) Each party hereto shall be responsible for the foregoing, this Agreement shall not obligate the Purchaser or any payment of its Affiliates to make expenses, including legal fees and expenses, in substantially complying with any sale, divestiture, license formal request for additional information or other disposition of the assets, properties or businesses of the Purchaser or documentary material from any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this AgreementGovernmental Authority. The Seller, the Purchaser and their respective Affiliates Buyer shall not extend any waiting period or comparable period pay all filing fees required under the HSR Act or enter into any agreement Act. (d) Each of Buyer and the Merger Sub, on the one hand, and the Company on the other hand, shall, in connection with any Governmental Authority not the efforts referenced in Section 6.5(a) to consummate obtain all requisite permits, authorizations, consents, orders and approvals for the transactions contemplated herebyby this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of (i) cooperate in all third parties necessary or desirable respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including (i) furnishing the other with any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee written notices or other consideration of any nature in connection with any communications received by such consent party from, or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a given by such party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, any Governmental Authority and (iii) except permit the other party to review any communications given by it to, and consult with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included each other in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance advance of any such Customer Contractmeeting or conference with, any Governmental Authority; provided that nothing will prevent a party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit response to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)request therefor.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Parent and the Seller Buyer shall (and each shall cause it respective Affiliates to) use its reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. Parent and Buyer will reasonably cooperate with the other party one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Parent shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal administrative and filing fees that are imposed on Parent). On May 20Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, 2016impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer with any applicable Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Parent and Buyer each Party filed its Notification agree to make, or to cause to be made, (i) an appropriate filing of a notification and Report Form report form pursuant to the antitrust Laws of any relevant jurisdiction and (ii) any other filing or notification required under the HSR Act by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement as promptly as reasonably practicable practicable, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, antitrust Laws of any relevant jurisdiction or any other applicable Law. (b) Each party to this Agreement shall not obligate promptly notify the Purchaser other party of any material communication it or any of its Affiliates receives from any Governmental Authority relating to make the transactions that are the subject of this Agreement and permit the other party to review in advance any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or proposed communication by such party to any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant Governmental Authority. Neither party to this Agreement. The Seller, the Purchaser and their respective Affiliates Agreement shall not extend agree to participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not in respect of any filings, investigation or other inquiry related to consummate the transactions contemplated hereby, except by this Agreement unless it consults with the prior written consent of other party in advance and, to the extent permitted by such Governmental Authority, gives the other parties hereto (which consent shall not be unreasonably withheld). (b) Between party the date hereof opportunity to attend and participate at such meeting. Subject to the ClosingConfidentiality Agreement, the Seller shall use its reasonable best efforts parties to obtain this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the consent or approval of all third parties necessary or desirable other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the antitrust Laws of any relevant jurisdiction. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all material correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Purchaser, Seller and the Seller Company shall use its their reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant toto this Agreement, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20In furtherance, 2016and not in limitation of the foregoing, each Party filed its Notification Purchaser and, where applicable, Seller and Report Form the Company shall (i) make or cause to be made the registrations, declarations and filings required of such party under the HSR Act and any other Antitrust Law with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement as promptly as reasonably practicable to after the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, date of this Agreement shall not obligate (and, in the Purchaser or case of any filings required under any Antitrust Law, no later than ten (10) days from the date of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not ); (ii) furnish to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not as promptly as reasonably practicable all information required for any application or other filing to be unreasonably withheld). (b) Between made by the date hereof and the Closing, the Seller shall use its reasonable best efforts other parties pursuant to obtain the consent or approval of all third parties necessary or desirable any applicable Law in connection with the transactions contemplated by this Agreement; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (“FTC”) or by any other Governmental Authority in respect of such registrations, declarations and filings or such transactions; (iv) promptly notify the other parties of any material communication between that party and the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any Action or threatened Action by a private party, in each case regarding any of the transactions contemplated hereby or any WSOP Claims (including any communication relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)); provided that any communication between a party and the FTC, the DOJ or any other Governmental Authority shall be jointly made (unless such party received prior written consent of the other parties to communicate on its own with such Governmental Authority); (v) subject to applicable Law, discuss with and permit the other parties (and their counsel) to review in advance, and accept all reasonable additions, deletions or changes suggested by the other parties in connection with, any proposed filing or communication to the FTC, the DOJ or any other Governmental Authority or, in connection with any Action or threatened Action by a private party or any other Person, relating to any Antitrust Law or any Action pursuant to any Antitrust Law in connection with the transactions contemplated by this Agreement; (vi) not participate or agree to participate in any substantive meeting, telephone call or discussion (including any meeting, telephone call or discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)) with the FTC, the DOJ or any other Governmental Authority in respect of any filings, investigation or inquiry relating to any Antitrust Law or any Action pursuant to any Antitrust Law in connection with this Agreement or the transactions contemplated hereby unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate in such meeting, telephone call or discussion; (vii) furnish the other parties promptly with copies of all correspondence, filings and communications relating to any Antitrust Law or any Action pursuant to any Antitrust Law between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby; and (viii) act in good faith and reasonably cooperate with the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act or any other Antitrust Law with respect to any such registration, declaration and filing. (b) Without limiting the generality of Purchaser’s undertaking pursuant to Section 6.03(a), Purchaser agrees to use reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other parties so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as soon as commercially practicable, but in any event no later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. Purchaser shall use reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (iwhether temporary, preliminary or permanent) that would prevent the Closing by the Outside Date; provided that if any such consents claims constitute WSOP Claims, then Purchaser’s defense shall be at Seller’s sole cost and approvals expense, and Purchaser shall be under no obligation to take any action in respect thereof until it is indemnified to its satisfaction with respect to any such expenses. In addition, from the assignment of date hereof through the Closing, Purchaser shall not make any Contractsacquisition or investment, including Customer Contracts and alter its capital structure or ownership, or take any Contracts set forth on Section 3.02 of other action, that could reasonably be expected to impair its ability to consummate the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020transactions contemplated hereby under any Antitrust Law. (c) The Prior to the Closing, Purchaser shall cooperate submit such information as reasonably requested by Seller regarding Purchaser and use its reasonable efforts equity holders for the purpose of determining compliance with Seller’s compliance policy relating to assist suitability of counterparties as such policy exists as of the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration date of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractthis Agreement. (d) The If Seller and or Purchaser extends the Purchaser agree that, Outside Date pursuant to the proviso in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is definition thereof as a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect result of a failure to comply with its obligations under this AgreementGovernment Order that enjoins, including this Section 5.04prohibits or otherwise restrains the transactions contemplated hereby , such Seller or Purchaser, as the Seller case may be, shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with to remove the other Party to obtain such consent as soon as practicable after the Closing Dateinjunction, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), prohibition or restriction giving rise to the extent permitted under any relevant underlying Contract, extension and/or (ii) use reasonable best efforts to take such actions as may be necessary to consummate the Seller shall deliver or remit to the Purchaser all economic benefit transactions contemplated by this Agreement without violation of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractGovernment Order. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Purchaser, Parent and the Seller shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect including pursuant to the transactions contemplated by this Agreementapplicable rules of the German Act against Restraints of Competition. Each such party shall hereto agrees to, if necessary, supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Act and the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition applicable rules of the assets, properties or businesses German Act against Restraints of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Competition. (b) Between the date hereof The Seller and the Closing, the Seller Parent shall give promptly such notices to third parties and use its their reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties necessary or desirable Purchaser may reasonably require in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; provided, including (i) however, that neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration in connection with any such consents and approvals notice, consent or estoppel certificate or to consent to any change in the assignment terms of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of agreement or arrangement which the Disclosure Schedule and (ii) the amendment of each AT&T Contract Seller or Parent may reasonably determine to extend the term of each such contract until August 31, 2020be adverse to their interests. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller and Parent in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that that, except as required pursuant to Section 5.04(f), the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser may reasonably determine to be adverse to the interests of the Purchaser or the Business. (d) The Seller Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller Parent or any of its Affiliates is a party in respect of the Business is not obtained prior to the Closing, the Seller and Parent will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, the Seller and Parent shall cause its Affiliates to, use their reasonable best efforts and cooperate to provide the Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other Party to obtain agreement or arrangement for the term of such consent as soon as practicable after lease, license, contract or other agreement or arrangement, and, if the Closing Date, Seller and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying ContractParent provide such rights and benefits, the Seller Purchaser, as the case may be, shall deliver or remit to assume the Purchaser all economic benefit of such Purchased Asset or Assumed Liability obligations and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractburdens thereunder. (e) The Seller Seller, Parent and the Purchaser agree that if to use their reasonable best efforts to provide the Purchaser with the rights and benefits under any consentlease, approval license, contract, commitment or authorization necessary other agreement or arrangement to effect which Parent or any of its Affiliates is a party pursuant to a Shared Contract for the transfer term of a Customer Contract cannot be obtained with respect to such Customer ContractShared Contracts; provided that, for contracts or agreements for the purchase of Inventory, other materials or personal property from any supplier, the term of rights and benefits to be provided by the Seller and Parent pursuant to this Section 5.04(e) shall be through December 31, 2006, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as the case may be, shall assume the obligations and burdens thereunder; provided, however, that, in connection with providing the Purchaser with rights and benefits pursuant to Shared Contracts, neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration or to consent to any change in the terms of any agreement or arrangement which the Seller or Parent may reasonably determine to be adverse to their interests. (f) The Purchaser shall use its reasonable best efforts to cause itself to be substituted for Parent or any of its Affiliates, effective as of the Closing Date or as promptly thereafter as reasonably practicable, in respect of all obligations of Parent and any of its Affiliates under each of the guarantees and other financial assurance arrangements or commitments obtained or entered into by Parent or any of its Affiliates for the benefit of the Business set forth in Section 5.04(f) of the Disclosure Schedule (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has been effected, Parent and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the ClosingClosing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has not been effected, the Purchaser shall (i) use its reasonable best efforts to effect such substitution as soon as practicable and (ii) indemnify the Seller Parent and its representatives for Affiliates with respect to any and all Losses incurred such Guarantees in connection accordance with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Article VIII.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser party hereto shall, and the Seller shall cause its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably other Transaction Documents; (ii) cooperate fully with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. On May 20Each party hereto agrees to, 2016and shall cause its respective Affiliates to, each Party filed make promptly its Notification and Report Form required under respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement and the other Transaction Documents and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant Each party hereto or otherwise take any action that limits the freedom of action with respect agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or its ability trade regulation Law and to retain, supply as promptly as practicable to the appropriate Governmental Authorities any of the businesses, product lines or assets of the Purchaser additional information and its Affiliates or those documentary material that the Purchaser is acquiring may be requested pursuant to this Agreementthe applicable antitrust, competition or trade regulation Law. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party Parent shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate pay all filing or notice fees in connection with the foregoing antitrust, competition and trade regulation Law filings and notifications. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other Party party so as to obtain enable the parties hereto to close the transactions contemplated hereby and by the other Transaction Documents as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such consent other arrangements, as soon as practicable after are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement shall be contingent on the consummation of the Merger. In addition, Parent shall, and shall cause its Affiliates to, defend through litigation on the merits any Action by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of Parent set forth in this sentence shall in no way limit the obligation of Parent to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. To assist Parent in complying with its obligations under this Section 7.06(b), TDCC shall, and (iii) except shall cause its Affiliates to, enter into agreements or arrangements requested by Parent to be entered into by any of them prior to the Closing with respect to any Customer Contract matters contemplated by this Section 7.06(b); provided, however, that (which i) this Section 7.06(b) shall not require TDCC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Business and (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be governed exclusively contingent on the consummation of the Merger. (c) Each party hereto shall promptly notify the other parties hereto of any communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by Section 5.04(esuch party to any Governmental Authority. None of the parties hereto shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation)), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted under any relevant underlying Contractby such Governmental Authority, gives the Seller shall deliver or remit other parties the opportunity to the Purchaser all economic benefit of attend and participate at such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i)meeting. For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the PurchaserEach party hereto shall, and (C) from shall cause its Representatives to, coordinate and after cooperate fully with each other in exchanging such information and providing such assistance as the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred other parties hereto may reasonably request in connection with the Purchaser’s performance foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties acknowledge that Parent shall have the principal responsibility for coordinating any meetings with or communications to Governmental Authorities, in consultation with TDCC, in connection with obtaining the consents and approvals of Governmental Authorities contemplated by this Section 7.06. Each party hereto shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that materials may be redacted (or as a result i) to remove references concerning the valuation of the failure Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. This Section 7.06(c) shall not apply with respect to the Internal Separation. (d) Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the Purchaser waiting period under the HSR Act, or any other applicable antitrust, competition or trade regulation Law, applicable to performthe transactions contemplated by this Agreement and the other Transaction Documents; (ii) such obligations. For avoid the avoidance of doubtentry of, the foregoing shall not limit commencement of litigation seeking the closing condition set forth in Section 8.02(f)(i)entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby and by the other Transaction Documents; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller Party shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials material Consents that may be are or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Transaction Documents to which it is a party and will reasonably cooperate with the other party Party in promptly seeking to obtain all such authorizationsConsents, consentsincluding, orders but not limited to any matters involving Government Antitrust Entities. (b) Each Party shall give promptly such notices to third parties and approvals. On May 20use their reasonable best efforts to obtain such third party Consents as are required to consummate the Transactions. (c) Each Party shall cooperate and use its reasonable best efforts to assist any other Party in giving such notices and obtaining such Consents as are required to consummate the Transactions. (d) Notwithstanding the generality of the foregoing, 2016and upon the terms and subject to the conditions of this Agreement, each Party filed will use its Notification commercially reasonable efforts to take, or cause to be taken, all actions and Report Form to do, or cause to be done, all things necessary or desirable to cause the conditions to the obligations of the other parties hereunder to be satisfied and to consummate the Transactions, including making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity. (e) To the extent required, each Party will use its commercially reasonable best efforts to promptly prepare and file, or cause to be promptly prepared and filed, with the appropriate Government Antitrust Entity not later than ten Business Days after the date of this Agreement (unless otherwise mutually agreed among the Parties) any notification with respect to the Transactions that may be required pursuant to the HSR Act in which each requests early termination of the waiting period thereunder. Each Party shall respond, as promptly as reasonably practicable, to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with the other Parties in responding to any such request. Each Party will furnish to the other (or its outside counsel) such information and assistance as may be reasonably requested in connection with the foregoing; provided, however, that one Party disclosing information to another may do so on the condition that it be shared only with the receiving Party’s outside counsel who, in turn, agrees to treat such information as confidential and not disclose it to any third-parties without the advance written consent of the party who disclosed the information. Each Party will use its commercially reasonable efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Legal Requirements. Each of the Parties shall promptly inform the other Parties of any substantive communication to or from the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another in advance, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other submission made to a Government Antitrust Entity in connection with any investigation or proceeding conducted under either (i) the HSR Act; or (ii) any foreign competition statute enforced by any Government Antitrust Entity. Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties (which may, as appropriate, be limited to outside counsel), to be present and participate in all meetings, conferences, or other communications with a Government Antitrust Entity relating to any such proceeding or investigation. (f) In furtherance and not in limitation of the efforts referred to above in this Section 5.5, if any objections are asserted with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Transactions under the HSR Act. , or if any Action, suit or proceeding is instituted (or threatened to be instituted) by the FTC, the DOJ or any other Governmental Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, each Party shall use its commercially reasonable efforts to resolve any such objections or actions, suits or proceedings so as to permit the consummation of the Transactions as expeditiously as possible. (g) Notwithstanding the foregoingforegoing in this Section 5.5, this Agreement shall not obligate the Purchaser none of Parent or any of its Affiliates shall be obligated to: (i) offer, negotiate, commit to make any or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any material portion of the capital stock, assets, properties rights, products or businesses of Parent, the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect toCompany, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period Subsidiaries or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and Affiliates; (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent agree to any change in material restrictions on the terms activities of any Contract. Parent or its Subsidiaries or Affiliates (d) The Seller and the Purchaser agree thatincluding, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify Company); (iii) waive any material rights; (iv) defend, commence or prosecute any Action; or (v) take any other action to prevent, effect the Seller and its representatives for dissolution of, vacate, or lift any and all Losses incurred decree, order, judgment, injunction, temporary restraining order, or other order in connection with any suit or proceeding that would otherwise have the Purchaser’s performance effect of (preventing or as a result delaying the consummation of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Transactions.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Seller and the Seller Purchaser shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. The Seller will, and will reasonably cause the Pershing Companies to, cooperate with the other party Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Purchaser or the Seller, as the case may be). On May 20Neither the Seller nor the Purchaser shall knowingly take any action that would have the effect of delaying, 2016impairing or impeding the receipt of any required approval. Notwithstanding the foregoing, nothing shall prevent the Purchaser or any of its Affiliates from conducting their business in the ordinary course. The Seller and the Purchaser each Party filed its Notification agree to make, or to cause to be made, (i) an appropriate filing of a notification and Report Form required under report form pursuant to the HSR Act and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement within fifteen Business Days after the date of this Agreement in the case of the HSR Act, and as promptly as reasonably practicable in the case of any other filing or notification, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Act or any other applicable Law. (b) Each party to this Agreement, to the foregoingextent permitted by applicable Law, this Agreement shall not obligate promptly notify the Purchaser other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to make the matters that are the subject of this Agreement and, to the extent practicable, permit the other party to review in advance any salesuch proposed communication by such party to any Governmental Authority, divestitureother than ordinary course filings. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, license investigation or other disposition inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting except to the extent that such meeting, in the reasonable judgment of such party, would involve confidential discussions with a bank regulatory authority. Subject to the assetsConfidentiality Agreement, properties each party to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. Subject to the Confidentiality Agreement, each party to this Agreement will provide the other party with copies of all correspondence, filings or businesses of the Purchaser communications between it or any of its Affiliates representatives, on the one hand, and any Governmental Authority or members of its staff, on the assetsother hand, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of this Agreement and the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to transactions contemplated by this Agreement. The Seller, preceding provisions of this Section 5.04(b) apply only through the Purchaser and their respective Affiliates Closing Date or termination of this Agreement; except that the foregoing provisions of this subparagraph (b) shall not extend any waiting period or comparable period under continue to apply to the HSR Act or enter into any agreement with any extent that a Governmental Authority not to consummate requires a filing or notification promptly following the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Closing Date. (bc) Between the date hereof Each party agrees to cooperate in obtaining any other consents and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable approvals that may be required in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall use its commercially reasonable best efforts to obtain (or cause the Acquired Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials Regulatory Approvals that may be or become necessary or advisable for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Agreements, including, without limitation, all Seller Approvals and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification approvals and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information all Purchaser Approvals and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Telecom Approvals. (b) Between the date hereof and the Closing, the The Seller shall or shall cause the Acquired Subsidiaries to give promptly such notices to third parties and use its or their commercially reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such party consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts estoppel certificates set forth on Section 3.02 of in Schedule 5.06(b) (the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020"Required Contractual Consents"). (c) The Purchaser shall cooperate fully with Seller and the Acquired Subsidiaries and use its commercially reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsRequired Contractual Consents which may include providing guarantees in substitution for guarantees previously provided by Seller or an Excluded Subsidiary; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its reasonable discretion may deem materially adverse to the interests of the Purchaser, the Acquired Assets or any Acquired Subsidiary. (d) The Purchaser shall use its commercially reasonable efforts to obtain all Purchaser Approvals by January 15, 2003 and will cooperate fully with the Seller and the Purchaser agree that, in Acquired Subsidiaries and use its commercially reasonable efforts to assist the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary Acquired Subsidiaries to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, obtain the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Approvals.

Regulatory and Other Authorizations; Notices and Consents. 6.5.1 Each party hereto shall, as promptly as possible, (ai) Each make, or cause to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of the Purchaser its Affiliates; and the Seller shall (ii) use its reasonable best efforts to obtain all (or, in the case of the Sellers, cause the Company to obtain) any authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, to this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement The parties hereto shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise willfully take any action that limits will have the freedom effect of action with respect todelaying, impairing or its ability to retainimpeding the receipt of any required consents, any of the businessesauthorizations, product lines or assets of the Purchaser orders and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)approvals. (b) Between the date hereof 6.5.2 The Company shall give promptly such notice to third parties and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all such third parties necessary or desirable party consents and estoppel certificates as may be required in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) 6.5.3 The Purchaser shall cooperate and use its reasonable efforts to assist the Seller Company in giving such notices and obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractestoppel certificates. (d) 6.5.4 The Seller Sellers and the Purchaser further agree that, in the event that if any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve the Company any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which any Seller or the Seller Company is a party in respect of the Business is not obtained or received prior to the ClosingClosing Date, and subject to the agreement of the Purchaser to consummate the purchase of the Shares from the Sellers pursuant to this Agreement despite the failure of the Sellers to deliver any such consent, approval or authorization prior thereto, the Seller willSellers shall, subsequent to the Closing, cooperate fully with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller Sellers shall have no Liability for the failure obligation to obtain provide any guarantee, payment, or other consideration of any nature in connection with obtaining such consent, approval or authorization. In such event, if such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, the Seller Sellers shall use their best efforts to provide the Purchaser at Company with the Closing rights and the Purchaser cannot otherwise obtain the benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Contract pursuant to this Section 5.04lease, license, contract or other agreement or arrangement, and, if the Sellers provide such rights and benefits, the Purchaser Company shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the Purchaser transactions contemplated by this Agreement, to comply with applicable Law or to comply with the terms and provisions of applicable agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. The Seller shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities borrowers, co-lenders, licensors, participants, landlords, mezzanine lenders and officials other third parties that may be or become are necessary for its execution and delivery of, and the performance of its obligations pursuant to, to Section 2.01 of this Agreement as promptly as possible after the date hereof (collectively, such authorizations, consents, orders and approvals referred to herein as the “Required Consents”) and the Ancillary Agreements and will reasonably Purchaser shall use all reasonable efforts to cooperate with the other party Seller and use all reasonable efforts in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that neither the Seller nor the Purchaser shall have no any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Seller or the Purchaser, as applicable, in its respective sole discretion may deem adverse to its interests. The Seller shall use reasonable best efforts to obtain releases from borrowers and other third parties that are necessary to relieve the Seller from any obligation to extend funds to any such borrower or third parties from and after the Closing Date pursuant to any Assumed Liabilities, including without limitation pursuant to any Loan Documents (the “Releases”) and the Purchaser shall use reasonable best efforts (at no cost to the Purchaser) to cooperate with the Seller in obtaining the Releases. The Seller will, if requested by any third-party from whom the Seller is seeking a Release, confirm to such third-party that the Seller is not released from any Excluded Liabilities. (db) Subject to the terms and conditions of this Agreement, in the event that, with respect to any Loan, the related Loan Documents do not permit, or contain an unsatisfied condition or requirement for, the assignment thereof to the Purchaser, the Seller and the Purchaser shall, if after using reasonable best efforts to satisfy the relevant condition or requirement, the Seller is unable to satisfy such condition or requirement and if the Purchaser shall, in its reasonable discretion, consent both to the entering into of such substitute arrangement and to the documents with respect thereto, enter into substitute arrangements, with respect to such Loan as reasonably necessary to effectuate the intent and purposes of this Agreement, including, without limitation, by the Seller granting, and, with respect to Assumed Liabilities only, the Purchaser assuming all obligations with respect to, a participation interest in any such Loan, it being expressly understood that in no event shall the Purchaser be deemed to have agreed to do any of the foregoing except to the extent consistent with Section 6.02(d). (c) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Purchaser any right or benefit under any Contract Transferred IP Agreement or Transferred Lease Agreement to which the Seller is a party in respect of the Business is not or cannot be obtained at or prior to the Closing, such Transferred IP Agreement or Transferred Lease will not be assigned at the Closing and the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able or cannot be obtained, the Seller shall use all reasonable best efforts to be transferred take all steps necessary to provide the Purchaser except with the consent rights and benefits of any third party and the affected lease, license, contract, commitment or other agreement or arrangement for the term of such consent has not been obtained by the Closing Datelease, license, contract or other agreement or arrangement (including, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser enforcing at the Closing request and the Purchaser cannot otherwise obtain the benefits direction of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after for the Closing, account of the Purchaser shall indemnify (or its Affiliates), any rights of the Seller or its Affiliates arising from the applicable lease, license, contract, commitment or other agreement or arrangement and its representatives for (ii) immediately forwarding to the Purchaser, and informing the Purchaser of, any and all Losses incurred in connection correspondence and communications it receives from the other parties to any applicable contract), and, if the Seller provides such rights and benefits, the Purchaser, as the case may be, shall assume the applicable obligations and burdens thereunder. This Section 5.04 shall not release the Seller from the consequences of any breach of its representations and warranties under this Agreement. The payment to third parties of all fees and costs (not including any Seller or Purchaser legal fees or expenses) for any consent, approval, authorization or license necessary or desirable to preserve for the Purchaser any right or benefit under any Transferred IP Agreement to which the Seller or any of its Affiliates is a party or to provide the Purchaser with the Purchaser’s performance rights and benefits of (such license, contract or as a result of other agreement or arrangement shall be allocated pursuant to the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition procedures set forth in Section 8.02(f)(i)5.17.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller parties hereto shall use its all reasonable best efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Transaction Agreements and will reasonably cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement as soon as practicable after the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoingEach party hereto agrees to use its best efforts to contest any Action seeking to restrain, this Agreement shall not obligate the Purchaser enjoin or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate alter the transactions contemplated herebyby this Agreement and to avoid the imposition of such restraint, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)injunction or alteration, and if any such Governmental Order has been granted, to use its best efforts to have such Governmental Order vacated or lifted. (b) Between The Parent shall or shall cause the date hereof Company and the Closing, the Seller shall Subsidiaries to give promptly such notices to third parties and use its all commercially reasonable best efforts to obtain the consent or approval of all such third parties party consents as are necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all commercially reasonable efforts to assist the Seller Parent in giving such notices and obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractconsents. (d) The Seller and the Purchaser parties hereto agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Business, the Company or any Subsidiary any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller Parent, the Seller, the Company or any Subsidiary is a party in respect of the Business is not obtained prior to the Closing, the Parent and the Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, the Parent and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver use their best efforts to provide the Company or remit to such Subsidiary, as the Purchaser all economic benefit case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Purchased Asset lease, license, contract or Assumed Liability other agreement or arrangement, and, if the Parent and the Purchaser shall perform the Seller’s commercial obligations relating to Seller provide such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing rights and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04benefits, the Purchaser Company or such Subsidiary, as the case may be, shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party shall use its commercially reasonable best efforts to obtain all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Consents. (b) Between the date hereof and the Closing, the Seller shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain the consent or approval of all such third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth party Consents as are described on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 20204.3(b). (c) The Purchaser Buyer shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsthe Consents are described on Schedule 4.3(b); provided, however, that the Purchaser Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which Buyer in its sole discretion may deem adverse to the interests of Buyer or the Business. (d) The Seller and the Purchaser agree that, in the event that If any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business Consent described on Schedule 4.3(b) is not obtained prior to obtained, or if an attempted assignment of a Contract by Seller would be ineffective or would adversely affect the Closingrights of Seller (or its Affiliates) thereunder such that Buyer would not in fact receive all material rights thereunder, the Seller will, subsequent to the Closing, shall cooperate with the Purchaser Buyer in attempting to obtain such consent, approval or authorization Consent as promptly thereafter as practicable; . If such Consent cannot be obtained, Seller shall use commercially reasonable efforts to provide Buyer with the rights and benefits of the affected Contract for the term thereof, and, if such rights and benefits are so provided, however, that other than Buyer shall assume the obligations thereunder in respect of a failure to comply accordance with its obligations under this Agreement, including this Section 5.04, the . Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party Buyer shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits from any relevant underlying Contractsuch Transferred Asset and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included negotiate in good faith an adjustment in the Purchased Assets cannot be assigned consideration paid by Buyer for the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractTransferred Assets. (e) The Seller and Anything in this Agreement to the Purchaser agree that contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if any consentan attempted assignment thereof, approval or authorization necessary to effect without the transfer Consent of a Customer Contract cannot be obtained with respect to such Customer Contractthird party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to performtheir respective Affiliates) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller The Sellers shall use its reasonable their best efforts to obtain (or cause the Companies to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between The Sellers shall, or shall cause the date hereof Companies to, give promptly such notices to third parties and the Closing, the Seller shall use its reasonable or their best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller Sellers in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Companies or the Business. (d) The Seller Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve and the Companies any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which any of the Seller Companies is a party in respect of the Business is not obtained prior to the Closing, the Seller Sellers will, subsequent to the Closing, cooperate with the Purchaser Purchaser, the Companies in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04obtained, the Purchaser Sellers shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary use its best efforts to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by provide the Purchaser, the Companies, with the rights and (C) from benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Sellers provides such rights and after the Closingbenefits, the Purchaser Companies, as the case may be, shall indemnify assume the Seller obligations and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) Each Within five (5) Business Days of the date of this Agreement, the Purchaser and the Seller shall, and the Seller shall cause the Company to, file applications with the FCC (collectively, the “FCC Application”) requesting FCC consent to the transfer of control of the FCC Licenses to the Purchaser, as appropriate. The FCC consent to the transfer of control of the FCC Licenses to the Purchaser is referred to herein as the “FCC Consent”. The Purchaser and the Seller shall (and the Seller shall cause the Company to) diligently prosecute the FCC Application and otherwise use their reasonable best efforts to obtain the FCC Consent as soon as practicable, notwithstanding anything to the contrary herein. The Purchaser and the Seller shall each pay one-half of any required FCC filing fees in connection with the FCC Application. After the Closing has occurred, in the event that a timely petition for reconsideration or application for review of the FCC Consent is filed at the FCC or any timely appeal of the FCC Consent is filed with any court of competent jurisdiction, the Seller shall use reasonable best efforts to cooperate with the Purchaser in opposing any such petition, application or appeal; and the Seller shall pay one-half the costs of the legal and other fees that the Purchaser may reasonably expend in opposing any such petition, application or appeal, including settlement costs: provided, that the Purchaser shall not settle any such petition, application or appeal without the prior written consent of the Seller. (b) Each party hereto agrees to, and shall cause its respective Affiliates (and, in the case of the Purchaser, the Trust) to, make its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable following the date of this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates (and, in the case of the Purchaser, the Trust) to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser and the Seller shall each pay one-half of any required filing fees in order to obtain any such authorizations, consents, orders or approvals. (c) Each party hereto agrees to, and shall cause its respective Affiliates (and, in the case of the Purchaser, the Trust) to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably Agreement; (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. (d) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(b), 2016the Purchaser shall, and shall cause each Party filed of its Notification Affiliates to, use its and Report Form required their reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the HSR Act with respect parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The SellerIn addition, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that the obligation of the Purchaser set forth in this sentence shall in no way limit the obligation of the Purchaser set forth in the first sentence of this subsection (d). (e) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates (and, in the case of the Purchaser, the Trust) or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and cooperate permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), or other inquiry unless it consults with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e))party in advance and, to the extent permitted under any relevant underlying Contractby such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Affiliates (and, in the case of the Purchaser, the Trust) and its and their respective Representatives to, coordinate and cooperate fully with the other party hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties to this Agreement shall, and shall cause their respective Affiliates (and, in the case of the Purchaser, the Trust) and their respective Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Each of the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform notify the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included other in the Purchased Assets cannot be assigned by event it becomes aware of any facts, actions, communications or occurrences that might directly or indirectly affect obtaining promptly the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) FCC Consent. The Seller and the Purchaser agree shall oppose any petitions to deny or other objections filed with respect to the FCC Application and any appeals, requests for reconsideration or applications for review, including any judicial review, of the FCC Consent. (f) Each party agrees to refrain from entering into, and shall cause its Affiliates (and, in the case of the Purchaser, the Trust) to refrain from entering into, any transaction, or any agreement to effect any transaction (including any merger or acquisition), or take any other action that if might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the FCC Consent or the expiration or termination of the waiting period under the HSR Act, or any consentother applicable antitrust, approval competition, or authorization necessary trade regulation Law, applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contractdissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations consummation of the Seller transactions contemplated by this Agreement; or (iii) obtain all authorizations, consents, orders and its Affiliates under such Customer Contract, (B) approvals of Governmental Authorities necessary for the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result consummation of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser party shall, and the Seller shall cause its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate in connection with the Stock Purchase; (ii) cooperate fully with each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. On May 20Each party hereto shall, 2016and shall cause its respective Affiliates to, each Party filed make promptly its Notification and Report Form required under respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other applicable Antitrust Law and each party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to applicable Antitrust Law. Each of Acquiror, on the HSR Act. Notwithstanding one hand, and the foregoingSeller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall pay and shall be solely responsible for the payment of 50% of all filing fees associated with such filings (in the case of the Seller Guarantors, the Sellers, NewCo and the Company, such amounts shall be Transaction Expenses). (b) Each party to this Agreement shall not obligate promptly notify the Purchaser or other party of any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. (c) None of the assetsparties hereto shall, propertiesor shall permit its respective Affiliates to, businesses enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be acquired pursuant hereto expected to make it more difficult, or to increase the time required, to obtain the expiration or termination of the waiting period under applicable Antitrust Law. Nothing in this Section 8.2 or otherwise in this Agreement, (i) shall require Acquiror to take any action that limits the freedom of action with respect towould prohibit or limit in any respect, or place any conditions on, the ownership or operation by Acquiror or its ability to retain, any Affiliates of the businessesCompany, product lines the ownership or assets of the Purchaser and operation by Acquiror, its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and Company of any portion of their respective businesses or assets, or compel Acquiror, its Affiliates shall not extend or the Company to dispose of, divest, hold separate or license any waiting period portion of their respective businesses, assets or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyintellectual property rights, except with the prior written consent respectively, in each case as a result of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend Company, Seller Guarantors, the term of each such contract until August 31, 2020. (c) The Purchaser Sellers and NewCo shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall not have no any obligation to give agree to or effect the disposition of, divest, hold separate or license any guarantee portion of their respective businesses, assets or other consideration of any nature in connection with any such consent or amendment or to consent to any change in intellectual property rights that are not contingent upon the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation closing of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contracttransactions described herein. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each The Selling Entities shall use (and shall cause their Affiliates to use) their respective commercially reasonable efforts to promptly obtain all consents, licenses, permits, Authorizations or approvals required to be obtained by any of them from any Governmental Authority or any other Person in connection with the Acquisition (including each of the Purchaser Regulatory Approvals and the Seller approvals described in Sections 3.06 and 3.14 of the Disclosure Schedule) and the Purchaser shall use its (and shall cause the Acquiring Subsidiaries to use their respective) commercially reasonable best efforts to promptly obtain all consents, licenses, permits, Authorizations or approvals required to be 116 obtained by any of them from any Governmental Authority or any other Person in connection with the Acquisition (including each of the Regulatory Approvals and the approvals described in Exhibit 4.03) (it being agreed, that in connection with obtaining such third party consents, approvals, Authorization or waivers, none of the Parent, the Seller or TLI will cause or permit any Purchased Entity or any Asset Seller (with respect to any Acquired ISF Assets or any Assumed ISF Liabilities) (i) to waive any rights it may have in respect of third parties or (ii) to agree to any material modifications with respect to any of the Financing Contracts or Material Contracts). To the extent that the Selling Entities are required to spend any amounts in order to obtain from any Person (other than any Governmental Authority) any of the consents, licenses, permits, Authorizations or approvals described above, the Purchaser shall pay to the applicable Selling Entity, promptly upon such Selling Entity's written request therefor, 50% of all such costs actually expended by it; provided, however, that in no event shall the Purchaser be required to reimburse the Selling Entities for more than $100,000 (in the aggregate) in connection with the Selling Entities efforts to obtain all authorizations, such consents, orders and approvals of all Governmental Authorities and officials that may be licenses, permits or become necessary for its execution and delivery of, and Authorizations as set forth above. The Seller shall cause the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably Purchased Entities to cooperate with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders licenses, permits, Authorizations or approvals. (b) Each of the Selling Entities and approvals. On May 20the Purchaser agrees to make, 2016or to cause to be made, each Party filed its Notification all appropriate filings of notifications and Report Form reports reasonably required under to obtain the HSR Act with respect consents, licenses, permits, Authorizations and approvals required to the transactions contemplated be obtained by this Agreement. Each such party shall supply it pursuant to Section 5.06(a) as promptly as reasonably practicable after the date of this Agreement, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may properly be requested pursuant by any Governmental Authority. (c) Notwithstanding anything in this Agreement to the HSR Act. Notwithstanding the foregoingcontrary, this Agreement in no event shall not obligate the Purchaser or any of its Affiliates have any obligation to make dispose of, hold separate or otherwise restrict their respective enjoyment of any saleof their respective assets or properties (including, divestitureafter the Closing, license the assets or properties of any Purchased Entity or the Acquired ISF Assets). (d) If the Selling Entities have been unable to obtain any third party consents necessary to the transfer of ownership to the Purchaser or an Acquiring Subsidiary of title to any Acquired ISF Assets or other disposition Property that is subject to a consent or approval set forth in Section 3.06 or Section 3.14 of the assetsDisclosure Schedule for a period ending six months after the Closing Date, properties then the Purchaser shall have the right to require the Selling Entities to purchase such Acquired ISF Asset or businesses other Property that is subject to a consent or approval set forth in Section 3.06 or Section 3.14 of the Disclosure Schedule at a price equal to the net book value of such Acquired ISF Asset or Property as of the date of such purchase by wire transfer of immediately available funds to an account designed by the Purchaser. The Purchaser shall assign, or shall cause any of its Affiliates to assign, to Seller or any of its Affiliates on an "AS-IS, WHERE IS" basis without representation or warranty or recourse of any kind, all of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, Purchaser's or its ability to retainAffiliate's right, any of title and interest in the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts Acquired ISF Asset and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract other Property subject to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractapproval. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall will use its commercially reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Documents and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form including any filings required to be made by the Seller or any Affiliate under the HSR Exchange Act in connection with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser issuance or any of its Affiliates to make any sale, divestiture, license or other disposition ownership of the assets, properties or businesses Purchaser’s shares of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Common Stock. (b) Between Subject to the date hereof and the Closingterms of this Agreement, the Seller shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may reasonably deem necessary or desirable in connection with the consummation of the transactions contemplated by this AgreementAgreement and the other Documents, including (i) any such including, without limitation, all consents and approvals to the assignment transfer of the Contracts listed in Schedule 4.7(c) and all consents required to transfer to the Purchaser all of the Licensed Intellectual Property, if any Contracts, including Customer Contracts and (which Seller agrees are reasonable requests of Purchaser). With respect to any Contracts set forth on Section 3.02 of listed in Schedule 4.7(a), the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that subject to the terms of this Agreement, the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any ContractContract which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser or the Business. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller thereunder so that the Purchaser would not in fact receive all such rights, the Seller and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller would enforce for the benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to the Purchaser when received all monies received by the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder in each case that relate to the time period from and after the Closing Date, except to the extent the same represents an Excluded Asset. In such event, the Seller and the Purchaser shall, to the extent the benefits and obligations of any Purchased Asset have not been provided to the Purchaser by alternative arrangements satisfactory to the Purchaser and Seller, negotiate in good faith an adjustment in the Purchase Price. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior Prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform use commercially reasonable efforts to negotiate with the parties to the Prepaid Customer Contracts to reduce the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates liability under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)contracts.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Abbott and the Seller GE shall use its commercially reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. Abbott and will reasonably GE shall cooperate with the other party one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Abbott and approvalsGE shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Abbott or GE, as applicable, or Conveyance Taxes). On May 20Neither Abbott, 2016with respect to the Business, nor GE, with respect to the business conducted by GE Healthcare, shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consent of a Governmental Authority under any Competition/Investment Law. Abbott and GE each Party filed its Notification agree to make, or to cause to be made, if required, an appropriate filing of a notification and Report Form required under report form pursuant to the HSR Act Act, the EC Merger Regulation and any other applicable Competition/Investment Law, in each case, with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement as promptly as reasonably practicable after the date of this Agreement, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR ActAct and the EC Merger Regulation or any other Competition/Investment Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Competition/Investment Law, each of GE and Abbott shall use its reasonable best efforts to promptly resolve such objections. Notwithstanding anything to the foregoingcontrary contained in this Agreement, this Agreement in connection with obtaining any Consent of a Governmental Authority under any Competition/Investment Law (i) Abbott shall not obligate not, without GE’s prior written consent, commit to any divestiture transaction involving the Purchaser Purchased Assets, or commit to alter the business or commercial practices relating to the Business in any way, and (ii) neither GE nor any of its Affiliates shall be required to make any sale, divestiture, license (A) divest or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto hold separate or otherwise take or commit to take any action that limits the its freedom of action with respect to, or its ability to retain, the Business, any Purchased Assets, any Abbott Product or any other assets or businesses of GE or any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that (B) alter or restrict in any way the Purchaser is acquiring pursuant to this Agreement. The Sellerbusiness or commercial practices of GE, any of its Affiliates, or the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Business. (b) Between Abbott shall notify the date hereof FDA of the transactions contemplated by this Agreement as required by paragraph 23 of the Consent Decree, a copy of which has been provided to GE, and may provide the FDA with a copy of this Agreement. GE shall (i) cooperate with Abbott and promptly comply with any further inquiry or request for information from the FDA in connection with such notice; (ii) at the Closing, assume and agree to fully satisfy all Liabilities of Abbott, Miles X. Xxxxx, Chairman of the Seller shall Board and Chief Executive Officer, Abbott, and Xxxxxx X. Xxxxx, (former) President, Abbott Diagnostics Division (collectively, the “Abbott Consent Decree Defendants”), under the Consent Decree; (iii) cooperate with Abbott, using its reasonable best efforts, to obtain an amendment to the Consent Decree to (x) replace the defendants thereunder with GE or other GE Persons required by any Governmental Authority (the “GE Consent Decree Defendants”), (y) reflect the assignment and assumption of all Liabilities of the Abbott Consent Decree Defendants thereunder to and by the GE Consent Decree Defendants and (z) remove and unconditionally release the Abbott Consent Decree Defendants as defendants thereunder; and (iv) use its reasonable best efforts to obtain promptly resolve any objections or conditions asserted with respect to the consent transactions contemplated hereby under the Consent Decree by any Governmental Authority. (c) Each party to this Agreement shall promptly notify the other party of any communication it or approval any of all third its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties necessary or desirable to this Agreement shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act, the EC Merger Regulation and any other applicable Competition/Investment Laws. Subject to the Confidentiality Agreement the parties to this Agreement shall provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Purchaser and the Seller shall use its reasonable best efforts to obtain all authorizationsAuthorizations, consents, orders and approvals of all Governmental Authorities Entities and officials and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Seller in promptly seeking to obtain all such authorizationsAuthorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between The Purchaser shall use its best efforts to obtain consents to Seller’s sale of the date hereof and capital stock of the ClosingVessel Owning Subsidiaries from each of the Existing Lenders, other than the consent of China Merchants Bank with respect to the Purchaser’s acquisition of the capital stock of Shinyo Saowalak Limited, which Seller shall use its reasonable best efforts to obtain. (c) The Purchaser shall give promptly such notices to third parties and use its best efforts to obtain the consent or approval of all such third parties party consents as Seller may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (cd) The Purchaser Seller shall cooperate and use its all reasonable efforts to assist the Seller Purchaser in giving such notices and obtaining such consents and amendmentsconsents; provided, however, that the Purchaser Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms term of any Contract. (d) The agreement or arrangement which Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior its reasonable discretion may deem adverse to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect interest of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractthe Vessel Owning Subsidiaries. (e) The Seller Purchaser knows of no reason why all the consents, approvals and Authorizations necessary for the Purchaser agree that if any consent, approval or authorization necessary to effect consummation of the transfer of a Customer Contract cantransactions contemplated hereby will not be obtained with respect to such Customer Contract, the Seller and its Affiliates received. (f) Except for those Existing Lender consents which shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the be Purchaser’s performance of (or responsibility as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)4.4(b) above, Seller shall use its best efforts to obtain all Authorizations, consents, orders and approvals of all Governmental Entities and officials and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the Purchaser in promptly seeking to obtain all such Authorizations, consents, orders, and approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller The Stockholders shall use its reasonable their best efforts to obtain (or cause the Acquired Entities to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party NSAP in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within five Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between The Stockholders shall or shall cause the date hereof Acquired Entities to give promptly such notices to third parties and the Closing, the Seller shall use its reasonable their best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates as NSAP may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser NSAP shall cooperate and use its all reasonable efforts to assist the Seller Stockholders in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser NSAP shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which NSAP in its sole and absolute discretion may deem adverse to the interests of NSAP or the Acquired Entities. (d) The Seller Stockholders know of no reason why all the consents, approvals and authorizations necessary for the Purchaser consummation of the transactions contemplated hereby will not be received. (e) The Stockholders and NSAP agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Acquired Entities any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller any Acquired Entity is a party in respect of the Business is not obtained prior to the Closing, the Seller Stockholders will, subsequent to the Closing, cooperate with the Purchaser NSAP and such Acquired Entity in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, the Seller Stockholders shall use their best efforts to provide the Purchaser at Acquired Entity with the Closing rights and the Purchaser cannot otherwise obtain the benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Contract pursuant to this Section 5.04lease, license, contract or other agreement or arrangement, and, if the Stockholders provide such rights and benefits, the Purchaser Acquired Entity shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Seller and the Seller shall each Owner will use its reasonable their best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Documents and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Each Seller shall promptly give such notices to third parties and use its reasonable best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates as Purchaser may in its reasonable discretion deem necessary or desirable in connection with the consummation of the transactions contemplated by this AgreementAgreement and the other Documents, including (iincluding, without limitation, all Consents described in Section 4.6(a) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) all consents required to transfer to Purchaser all of the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Licensed Intellectual property. Purchaser shall cooperate and use its commercially reasonable efforts to assist the Seller Sellers in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any ContractAssigned Agreement which Purchaser in its reasonable discretion may deem adverse to the interests of Purchaser or the Business. (dc) The Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser or any Seller thereunder. Each Seller will use its best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Purchaser would not in fact receive all such rights, each Seller and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the Purchaser agree that, benefits and assume the obligations thereunder in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate accordance with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04subcontracting, the sub-licensing, or sub-leasing to Purchaser, or under which each Seller shall have no Liability would enforce for the failure benefit of Purchaser, with Purchaser assuming such Seller’s obligations, any and all rights of each Seller against a third party thereto. Each Seller will promptly pay to obtain any consent, approval or authorization prior to or after the Closing. If Purchaser when received all monies received by such Seller under any Purchased Asset or Assumed Liability is not able to be transferred any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, each Seller and Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits and obligations of any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned have not been provided to Purchaser pursuant by alternative arrangements satisfactory to the foregoing clause (i). For the avoidance of doubtPurchaser, if any Contract included negotiate in good faith a reduction in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractPurchase Price. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party shall for itself use its all reasonable best efforts to obtain (or, in the case of the Seller, cause the Company to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party fully in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect Each party hereto agrees for itself to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any applicable Law. Without limiting the HSR Act. Notwithstanding generality of the foregoing, this Agreement shall not obligate each party hereto will (i) use all reasonable efforts to prevent the Purchaser entry in a judicial or administrative proceeding brought under any antitrust law of its Affiliates to make any sale, divestiture, license preliminary injunction or other disposition order that would make consummation of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyhereby unlawful or would prevent or delay such consummation; and (ii) take promptly, except with in the prior written consent event that such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of the other parties hereto (which consent shall not be unreasonably withheld)such an injunction or order, and diligently prosecute such appeal. (b) Between the date hereof and the Closing, the The Seller shall or shall cause the Company to give promptly such notices to third parties and use its all reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that neither the Purchaser nor the Seller shall have no any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the 33 29 terms of any Contractagreement or arrangement which the Purchaser may deem adverse to the interests of the Purchaser or the Company or their respective businesses. (d) The Seller and Neither the Purchaser agree thatnor the Seller knows of any reason why all the consents, in approvals and authorizations necessary for the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation consummation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall transactions contemplated hereby will not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractreceived. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller Parties shall use its commercially reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party in promptly seeking to obtain all (such authorizations, consents, orders and approvals, "Governmental Approvals"). On May 20ONEOK and the NBP Partnerships shall, 2016and ONEOK shall cause the Entities to, each Party filed its Notification cooperate in promptly seeking to obtain the Governmental Approvals. (b) Neither ONEOK nor the NBP Partnerships shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Approvals. ONEOK and Report Form the NBP Partnerships agree to make, or to cause to be made, all appropriate filings of notifications and reports required under to obtain the HSR Act with respect Governmental Approvals promptly after the date of this Agreement and to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any such filings. ONEOK and the NBP Partnerships agree to use their commercially reasonable efforts to avoid or eliminate each and every impediment under any Legal Requirement that may be asserted by any Governmental Authority in connection with the Governmental Approvals so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement. ONEOK and the NBP Partnerships agree to use commercially reasonable efforts to vacate or lift any order relating to the HSR Act. Notwithstanding Governmental Approvals that would have the foregoing, this Agreement shall not obligate the Purchaser or any effect of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, making any of the businessestransactions contemplated by this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other terms or provisions of this Agreement, product lines in no event shall the NBP Partnerships or their Subsidiaries be deemed to have any obligation to dispose of any assets or properties (including any assets or properties of the Purchaser and its Affiliates Entities) or those that to enter into any agreement with any Person in order to obtain early termination or expiration of the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into to obtain any agreement other Governmental Approvals. (c) Each Party shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other Parties to review in advance any proposed communication by such Party to, or filing by such party with, any Governmental Authority. No Party shall agree to participate in any meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of other Parties in advance and, to the extent permitted by such Governmental Authority, affords the other parties hereto (which consent shall not be unreasonably withheld). (b) Between Parties the date hereof reasonable opportunity to attend and participate. Each Party will coordinate and cooperate fully with the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with any other Governmental Approvals. Each Party will provide the other Parties with copies of all correspondence, filings or communications between such Party or any of its Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals with respect to the assignment Party hereto making a filing, providing copies of all such documents to the non-filing Parties and their Representatives prior to filing (except that no Party hereto shall be under an obligation of any Contractskind to provide the other Parties with documents, including Customer Contracts and any Contracts set forth on Section 3.02 material or other information relating to such Party's valuation of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any ContractBusiness). (d) The Seller NBP Partnerships and the Purchaser agree thatONEOK shall (and shall each cause their respective Affiliates to) use commercially reasonable efforts to obtain all consents, in the event authorizations, waivers and approvals of third parties that any consent, approval of the Parties or authorization necessary or desirable their respective Affiliates (including the Entities) are required to obtain in order to facilitate consummate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contracttransactions contemplated hereby. (e) The Seller and Northern Border shall use commercially reasonable efforts to list the Purchaser agree that if any consentCommon Units to be issued to ONEOK pursuant to this Agreement on the New York Stock Exchange, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall prior to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations Closing Date or immediately upon conversion of the Seller Units into Conversion Units, subject to official notice of issuance. (f) The Parties agree to cooperate and its Affiliates under such Customer Contractassist in the filing of proxy solicitation materials relating to matters contemplated hereby requiring a vote of the holders of the outstanding Common Units of Northern Border, (B) the Seller and its Affiliates shall as promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and as practicable after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party hereto shall use its all commercially reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and each such party will reasonably cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates as Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including (i) any such including, without limitation, all third party consents and approvals to that are necessary or desirable in connection with the assignment transfer of any the Transferred Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment estoppel certificate. (c) Purchaser shall cooperate and use commercially reasonable efforts to assist Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any ContractTransferred Contract which Purchaser in its sole and absolute discretion may deem adverse to the interests of Purchaser or the Business. (d) The Anything in this Agreement or the Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Transferred Contract listed on Part II of Schedule 8.2(f) if an attempted assignment thereof, without the consent of the other party thereto, would constitute a breach or other contravention thereof, noncompliance by Seller or its Affiliates thereunder or in any way adversely affect the rights of Purchaser thereunder. Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve Purchaser any right or benefit under any such Transferred Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, Seller will use commercially reasonable efforts to provide Purchaser with the Seller to the Purchaser at the Closing rights and the Purchaser cannot otherwise obtain the benefits of such affected Transferred Contract pursuant to this Section 5.04for the term of such Transferred Contract, the and, if Seller provides such rights and benefits, Purchaser shall not assumeassume the obligations and burdens thereunder in accordance with this Agreement, including, subcontracting, sublicensing, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary subleasing to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after or under which Seller would enforce for the Closingbenefit of Purchaser, the with Purchaser shall indemnify the Seller and its representatives for assuming Seller’s obligations, any and all Losses incurred in connection with the Purchaser’s performance rights of (or as Seller against a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller parties shall use its commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20The Seller shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, 2016consent, order or approval (other than normal filing fees that are imposed by Law on the Seller). (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 6.04(a), the Purchaser agrees to use its commercially reasonable efforts and to avoid or eliminate each Party filed its Notification and Report Form required every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the HSR Act with respect parties hereto to expeditiously close the transactions contemplated hereby no later than December 3, 2018 (the “Termination Date”); provided, however, that to the extent the Closing has not occurred on or prior to December 3, 2018 and the parties have used their respective commercially reasonable efforts to effectuate the Closing by December 3, 2018, then the Termination Date shall be deemed to be January 31, 2019 for all purposes under this Agreement. Each such party shall supply as promptly as reasonably practicable Notwithstanding any provision of this Agreement to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoingcontrary, this Agreement shall not obligate the neither Purchaser or nor any of its Affiliates shall be required to make any (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divestituredivesture or disposition of such of its assets, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested, (ii) terminate, relinquish, modify existing relationships, ventures, contractual rights, obligations or other arrangements of Purchaser, its Affiliates or any member of the Purchaser Xxxxxx Group or any of their respective Subsidiaries or (iii) create any relationship, venture, contractual rights, obligation or other arrangement of Purchaser, its Affiliates or any member of the Xxxxxx Group or any of their respective Subsidiaries, in order to remedy or otherwise address the concerns (whether or not formally expressed) of any Governmental Authority under the HSR Act or other applicable Laws. (c) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates or receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the assets, properties, businesses other parties to be acquired pursuant hereto or otherwise take review in advance any action that limits the freedom of action with respect to, or its ability proposed communication by such party to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant Governmental Authority. No party shall agree to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e))advance and, to the extent permitted under any relevant underlying Contractby such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Seller shall deliver or remit to parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability other parties may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred reasonably request in connection with the Purchaser’s performance foregoing and in seeking early termination of (or as a result of any applicable waiting periods, including under the failure of HSR Act. Subject to the Purchaser to perform) such obligations. For the avoidance of doubtConfidentiality Agreement, the foregoing shall not limit parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the closing condition set forth in Section 8.02(f)(i)one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall use its all commercially reasonable best efforts to obtain (or cause the Company to obtain, or assist PCAAH or the Subsidiaries in obtaining) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between The Seller shall, shall cause the date hereof Company, or shall assist PCAAH or the Subsidiaries, to give promptly such notices to third parties and the Closing, the Seller shall use its all commercially reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all commercially reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser reasonably may deem adverse to the interests of the Purchaser, the Company, PCAAH or the Subsidiaries. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Company any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller Company is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit use all of its commercially reasonable efforts to provide the Purchaser all economic benefit or the Company, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Purchased Asset lease, license, contract or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset other agreement or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubtarrangement, and, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing provides such rights and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04benefits, the Purchaser Company shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of Dycom, the Purchaser and the Seller Sellers shall use its reasonable best efforts to obtain (or cause the Acquired Companies and the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20October 15, 20162012, each Party party hereto filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, (x) this Agreement shall not obligate the Purchaser Purchaser, Dycom or any of its their Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser Purchaser, Dycom or any of its their Affiliates or of the assets, properties, properties businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser Purchaser, Dycom, and its their Affiliates or those that the Purchaser is and Dycom are acquiring pursuant to this Agreement, and (y) no party hereto shall be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on any of the parties hereto). The SellerSellers, Dycom, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between Each party to this Agreement shall promptly notify the date hereof other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Section 5.04 and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither of the parties to this Agreement shall agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any submissions, filings, investigations, or any other inquiry relating to such matters unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party (or their external legal counsel in order to address any concerns relating to confidential or competitively sensitive information) the opportunity to attend and participate at such meeting, telephone call or discussion. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Closingtransactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the Seller valuation of the Company and its Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) The Sellers shall, or shall cause the Acquired Companies and the Subsidiaries to, give promptly such notices to third parties and use its or their reasonable best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (cd) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller Sellers in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole discretion may deem materially adverse to the interests of the Purchaser, any Acquired Company or Subsidiary or their Business. (de) The Seller Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for any Acquired Company or Subsidiary or their Business any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller any Acquired Company or Subsidiary is a party in respect of the Business is not obtained prior to the Closing, the Seller Sellers will, subsequent to the Closing, cooperate with the Purchaser or such Acquired Company or Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, the Sellers shall use their reasonable efforts to provide the Purchaser or such Acquired Company or Subsidiary, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller to the Purchaser at the Closing provides such rights and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect ofbenefits, such ContractAcquired Company or Subsidiary, as the case may be, shall assume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Documents and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in obtaining all such authorizations, consents, orders and approvals. (b) The Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such Consents and estoppel certificates as the Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement and the other Documents, including, without limitation, all Consents to the transfer of the Contracts listed in Schedule 4.6(c) and all Consents required to transfer to the Purchaser all of the Licensed Intellectual Property. The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent notice, Consent or amendment estoppel certificate or to consent to any change in the terms of any ContractContract which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser or the Business. (dc) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller thereunder so that the Purchaser would not in fact receive all such rights, the Seller and the Purchaser agree that, will cooperate in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit a mutually agreeable arrangement under any Contract to which the Seller is a party Purchaser would obtain the benefits and assume the obligations thereunder in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate accordance with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04subcontracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller shall have no Liability would enforce for the failure benefit of the Purchaser, with the Purchaser assuming the Seller's obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to obtain any consent, approval or authorization prior to or after the Closing. If Purchaser when received all monies received by the Seller under any Purchased Asset or Assumed Liability is not able to be transferred any claim or right or any benefit arising thereunder, except to the Purchaser except with extent the consent of any third party same represents an Excluded Asset. In such event, the Seller and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits and obligations of any relevant underlying Contract, the Seller shall deliver or remit Purchased Asset have not been provided to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller alternative arrangements satisfactory to the Purchaser at and Seller, negotiate in good faith an adjustment in the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04Purchase Price, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract not otherwise adjusted pursuant to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)3.3.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall use and shall cause its reasonable Affiliates to use best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, the Transition Services and Security Agreement and the Ancillary Agreements License Agreement and will reasonably cooperate fully with the other party Seller Parent and Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Purchaser shall and shall cause its Affiliates to promptly file the necessary documents with the Governmental Authorities (such as with SAFE, 2016NDRC and MOC) and apply for approvals and registrations set forth in Section 5.03 of the Purchaser Disclosure Schedule, each with respect to the transactions contemplated by this Agreement at the earliest date permitted by Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by such Governmental Authorities. Notwithstanding anything in this Agreement to the contrary, to the extent that such required or requested information contains or relates to Relevant Information (as defined in the Confidentiality Agreement), Purchaser shall promptly notify Seller Parent of the request and obtain Seller Parent’s consent prior to the provision of any such information, which consent shall not be unreasonably withheld or delayed. Seller Parent, Seller and their Affiliates shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Seller Parent or Seller). (b) Each Party filed agrees to make promptly its Notification and Report Form required under respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within 15 Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Without limiting the foregoinggenerality of Purchaser’s undertakings pursuant to this Section 6.04, this Agreement Purchaser agrees to use and agrees to cause its Affiliates to use best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other Person so as to enable the Parties to expeditiously close the transactions contemplated hereby no later than January 31, 2008. (c) Each Party shall not obligate promptly notify the Purchaser other Parties of any material communication it or any of its Affiliates receives from any Governmental Authority relating to make the matters that are the subject of this Agreement, the Transition Services and Security Agreement and the License Agreement and permit the other Parties to review in advance any saleproposed material communication by such Party to any Governmental Authority for a minimum period of one Business Day. None of the Parties shall agree to participate in any meeting with any Governmental Authority for purposes of discussing any filings, divestiture, license investigation or other disposition inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the assetsHSR Act. Each Party will provide the other Parties with a bi-weekly report summarizing the progress and status of all filings with and approvals of Governmental Authorities. The Parties will provide each other with copies of all material correspondence, properties filings or businesses of the Purchaser communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its Affiliates or of staff, on the assetsother hand, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The SellerAgreement and the contemplated transactions, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period provided, however, with respect to filings made under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyother merger control proceedings, except with the prior written consent of the other parties hereto (which consent shall not such materials may be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including redacted (i) any such consents and approvals to remove references concerning the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 valuation of the Disclosure Schedule and Shares or Assets, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege or confidentiality concerns, provided further that, the amendment of each AT&T Contract to extend Parties shall assess in good faith on a case-by-case basis whether any such redacted information may be exchanged between outside counsel for the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration purpose of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contractmerger control proceedings. (d) The Seller and the Purchaser agree thatIf, in the event that course of securing or obtaining authorizations, consents, orders and approvals of Governmental Authorities, any consent, approval or authorization necessary or desirable in order to facilitate the operation Governmental Authority requires any term of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04the Transition Services and Security Agreement, the Seller shall have no Liability for the failure to obtain any consentLicense Agreement, approval Assumption Agreement, Bxxx of Sale and Assignment or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able their schedules, exhibits and appendices, to be transferred modified or supplemented or require any of the Parties to undertake additional obligations or make additional representations such that the interests of any Party are materially adversely affected, upon the written request of such Party to the Purchaser except with Other Parties, the consent of any third party and Parties shall discuss such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent requirements as soon as practicable after and, within twenty (20) Business Days from the Closing Datetime such circumstances arise, re-negotiate in good faith the relevant terms, conditions and (iii) except undertakings set forth herein with respect a view to any Customer Contract (which shall be governed exclusively by Section 5.04(e))achieving, to the extent permitted under any relevant underlying Contractas far as possible, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s same commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations objectives of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or Parties as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)originally contemplated.

Regulatory and Other Authorizations; Notices and Consents. (a) As soon as practicable after execution and delivery of this Agreement and in any event no later than three Business Days following the date hereof, Buyer and Target shall jointly make any regulations, filings or qualifications required under Mexican law and any other Applicable Laws. Each of the Purchaser party hereto shall furnish all information and the Seller documentation necessary in connection with such filings, as follows: (i) Sellers, Holding Companies and Target, respectively, shall furnish Buyer with all information and documentation necessary and such reasonable assistance as Buyer may request in connection with such filings as such information and documentation relates to Target, Sellers and Holding Companies, respectively; (ii) Sellers and Holding Companies shall cause Target and its respective directors, officers, employees and representatives to furnish Buyer such information and documentation and such reasonable assistance as Buyer may request relating to Target; and (iii) Buyer shall furnish Sellers, Holding Companies and Target, with all information and documentation necessary and such reasonable assistance as Buyer may request in connection with such filings as such information and documentation relates to Buyer. Sellers, Holding Companies, Target and Buyer shall use its their respective commercially reasonable best efforts to take all other actions required to obtain as promptly as practicable after the date hereof all authorizations, necessary consents, orders approvals, authorizations and approvals of agreements of, and to give all notices and make all other registrations, filings or qualifications with, any Governmental Authorities and officials that other Persons, necessary to authorize, approve or permit the consummation of the transactions contemplated hereby. Sellers, Holding Companies, Target and Buyer shall all use their respective commercially reasonable best efforts to take such actions as may be or become necessary for its execution to satisfy the conditions to the Closing as soon as practicable after the date hereof. Sellers, Holding Companies, Target and delivery ofBuyer shall not, and the performance shall use their respective commercially reasonable best efforts not to permit any of its obligations pursuant their respective Affiliates to, this Agreement and the Ancillary Agreements and will reasonably cooperate take any action inconsistent with the terms of this Agreement. (b) All filing fees, if any, required in connection with the application for or prosecution of any consent, approval, authorization, registration, filing or submission in accordance with this Section 7.5 shall be shared on a 50-50 basis by Sellers and Holding Companies, on the one hand, and Buyer on the other hand. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the matters referred to in this Section 7.5 shall be borne by Buyer if incurred by or on its behalf and by the Sellers and Holding Companies if incurred by or on behalf of Target, Company (to the extent incurred prior to the Closing), Holding Companies or Sellers. (c) Until the Closing, Sellers, Holding Companies and Target, on the one hand, and Buyer, on the other hand, shall promptly inform the other of any material communication from any Governmental Authority regarding any of the transactions contemplated hereby. If any such party in promptly seeking to obtain all or any Affiliate thereof receives a request for additional information or documentary material from any such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act Governmental Authority with respect to the transactions contemplated by this Agreement. Each hereby, then such party shall supply use all reasonable efforts to make, or cause to be made, as promptly soon as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate consultation with the other Party to obtain parties, an appropriate response in compliance with such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractrequest. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party hereto shall use its all commercially reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities Entities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and each such party will reasonably cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof The Seller Parties shall give promptly such notices to third parties and the Closing, the Seller shall use its commercially reasonable best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates as MPT may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such including, without limitation, all third party consents and approvals to that are necessary or desirable in connection with the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 transfer of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Assumed Contracts. (c) The Purchaser Parties shall cooperate and use its commercially reasonable efforts to assist the Seller Parties in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser Parties shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment or estoppel certificate which MPT in its sole and absolute discretion may deem adverse to consent to any change in the terms interests of any Contractthe Purchaser Parties. (d) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset if an attempted assignment thereof, without the consent of the other party thereto, would constitute a breach or other contravention thereof, noncompliance by any Seller Party or its affiliates thereunder or in any way adversely affect the rights of any Purchaser Party thereunder. The Seller Parties and the Purchaser Parties agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Purchaser Parties any right or benefit under with respect to any Contract to which the Seller is a party in respect of the Business such Asset is not obtained prior to the Closing, the Seller Parties will, subsequent to the Closing, cooperate with the Purchaser Parties in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior cannot be obtained, the Seller Parties will use commercially reasonable efforts to provide the Purchaser Parties with the rights and benefits of such affected Asset, and, if the Seller Parties provide such rights and benefits, the Purchaser Parties shall assume the obligations and burdens with respect thereto in accordance with this Agreement, including, subcontracting, sublicensing, or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred subleasing to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing DateParties, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result rights of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)applicable Seller Party against a third party thereto.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be are necessary or become necessary advisable for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby, and will reasonably cooperate with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20As soon as practicable, 2016but in no event later than ten (10) Business Days after the date of this Agreement, each Party filed its Notification Purchaser and Report Form Seller shall make any required under filings with the Federal Trade Commission and the United States Department of Justice pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any agencies for additional information or documentation and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain promptly cause the consent expiration or approval termination of all third parties necessary the waiting period under the HSR Act. (b) Purchaser and Seller each shall oppose any petitions to deny or desirable in connection other objections filed with the transactions contemplated by this Agreement, including (i) any such consents and approvals respect to the assignment FCC Applications, the Divestiture Application or any of them, to the extent such petition or objection relates to such party. Neither Purchaser nor Seller shall take any Contractsintentional action that would, including Customer Contracts and any Contracts set forth on Section 3.02 or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of materially delaying receipt of the Disclosure Schedule and (ii) FCC Consent or grant of the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Divestiture Application. (c) The Purchaser shall cooperate and use its reasonable efforts Each party to assist this Agreement shall, except as prohibited by Law, promptly notify the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration party of any nature communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in connection advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party Governmental Authority in respect of the Business is not obtained prior to the Closingany filings, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval investigation or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e))inquiry unless, to the extent permitted under any relevant underlying Contractby Law, it consults with the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubtother party in advance and, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permittedpermitted by such Governmental Authority, subcontract gives the other party the opportunity to attend and participate at such meeting. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred party may reasonably request in connection with the Purchaser’s performance of (or foregoing and in seeking the Government Consents. Except as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubtprohibited by Law, the foregoing shall not limit parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the closing condition set forth in Section 8.02(f)(i)one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Documents and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the The Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its reasonable discretion deem necessary or desirable in connection with the consummation of the transactions contemplated by this AgreementAgreement and the other Documents, including (i) any such consents and approvals including, without limitation, all Consents to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 transfer of the Disclosure Contracts listed in Schedule 4.5(c)(i) and (ii) all consents required to transfer to the amendment Purchaser all of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) Licensed Intellectual Property. The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any ContractContract which the Purchaser in its reasonable discretion may deem adverse to the interests of the Purchaser or the Business. (dc) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Seller will use its best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller thereunder so that the Purchaser would not in fact receive all such rights, the Seller and the Purchaser agree that, will cooperate in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit a mutually agreeable arrangement under any Contract to which the Seller is a party Purchaser would obtain the benefits and assume the obligations thereunder in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate accordance with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04subcontracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller shall have no Liability would enforce for the failure benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to obtain any consentthe Purchaser when received, approval or authorization prior to or after all monies received by the Closing. If Seller under any Purchased Asset or Assumed Liability is not able to be transferred any claim or right or any benefit arising thereunder, except to the Purchaser except with extent the consent of any third party same represents an Excluded Asset. In such event, the Seller and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits and obligations of any relevant underlying Contract, the Seller shall deliver or remit Purchased Asset have not been provided to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller alternative arrangements satisfactory to the Purchaser at the Closing and the Purchaser cannot otherwise obtain Seller, negotiate in good faith an adjustment in the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractPurchase Price. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller Entities shall, and shall cause each of its Affiliates to use its commercially reasonable best efforts to to, (i) as promptly as practicable, obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, and the Ancillary Agreements and will reasonably (ii) provide such other information to any Governmental Authority as such Governmental Authority may request in connection herewith. Each party hereto agrees to cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016and shall cause its respective Affiliates to, make its respective filing as promptly as practicable, if necessary, pursuant to the applicable Antitrust Laws and any other applicable trade regulation Law with respect to the transactions contemplated by this Agreement and to use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from the appropriate Governmental Authorities for additional information or documentation pursuant to the Applicable Antitrust Laws or other applicable trade regulation Law. (b) Without limiting the generality of the Purchaser’s or Seller’s undertaking pursuant to Section 5.05(a), the Purchaser and Seller shall, and shall cause each Party filed its of their Affiliates to: (i) make appropriate filing of any required Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within fifteen (15) days after the date hereof; (ii) make all necessary filings, notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under other applicable Antitrust Laws or trade regulation Laws where such filings, notifications or other submissions are required, as promptly as practicable; and (iii) use commercially reasonable efforts to do, or cause to be done, all things reasonably necessary, proper or advisable to avoid or eliminate each and every impediment under any applicable Antitrust Laws or other applicable trade regulation Law that may be asserted by any Governmental Authority or any other third party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, but in no event shall the Purchaser’s obligation under this Section 5.05 require proposing, negotiating, committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license, lease, or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, or the commencement or defense of litigation, or the entrance into such other arrangements, required to avoid the entry of, or the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding. (c) The Purchaser and the Seller Entities shall each make a determination, within five (5) Business Days after the date hereof, whether each desires that a filing with CFIUS be made with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities If any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses Seller Entities wishes to be acquired pursuant hereto or otherwise take any action that limits the freedom of action make a filing with CFIUS with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including then the Purchaser and the Seller Entities shall jointly assemble all information necessary to complete, and shall submit or cause to be submitted: (i) any such consents and approvals to promptly but in no event more than fifteen (15) Business Days after the assignment of any Contractsdate hereof, including Customer Contracts and any Contracts set forth on Section 3.02 a draft joint voluntary notice of the Disclosure Schedule transactions contemplated by this Agreement to CFIUS in accordance with Exon-Xxxxxx (the “Draft Voluntary Notice”) and (ii) promptly, but in no event more than five (5) Business Days after receipt of comments (either written or oral) from the amendment CFIUS staff on the Draft Voluntary Notice (or as soon as possible after CFIUS staff confirms it has no comments to the Draft Voluntary Notice), a joint voluntary notice of the transactions contemplated by this Agreement to CFIUS in accordance with Exon-Xxxxxx (the “Joint Voluntary Notice”). The Seller Entities’ counsel shall take the lead in the drafting of the Draft Voluntary Notice and Joint Voluntary Notice; provided that neither the Draft Voluntary Notice nor the Joint Voluntary Notice shall be submitted to CFIUS without the mutual written consent of the Purchaser and the Seller Entities via their respective CFIUS legal counsel. Following submission of the Joint Voluntary Notice, each AT&T Contract to extend of the term of each such contract until August 31, 2020. (c) The Purchaser and the Seller Entities shall cooperate (to the extent permitted by Law) and provide CFIUS with any additional or supplemental information requested by CFIUS regarding such party during the CFIUS review process as promptly as practicable, and in all cases within the amount of time allowed by CFIUS pursuant to Exon-Xxxxxx. Notwithstanding any other provision in this Agreement, the Seller Entities shall have no obligation to share with the Purchaser any personal identifier information (“PII”), as such term is defined under the Exon-Xxxxxx regulations, and shall separately submit such PII to CFIUS as set forth in the Exon-Xxxxxx regulations. No party shall communicate with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party sufficient prior notice of such communication and, to the extent permitted by such Governmental Authority, the opportunity to review and comment on any proposed written communication (subject to the terms of this Section 5.05) and, with respect to any oral communication, to attend and/or participate in such conversation or meeting. The parties, in cooperation with each other, shall use its commercially reasonable efforts to assist obtain the Seller CFIUS Clearance, and without limiting the foregoing, the parties shall take all such reasonable actions and agree to such reasonable requirements or conditions to mitigate any national security concerns as may be requested or required by CFIUS in obtaining such consents and amendmentsconnection with, or as a condition of, the CFIUS Clearance; provided, however, that neither the Seller Entities nor the Purchaser shall have no obligation be obligated to give take any guarantee or other consideration of any nature mitigation steps that would reasonably be expected to result in connection with any such consent or amendment or to consent to any change a Material Adverse Effect on the Seller Entities’ investment in the terms of any ContractPurchaser Common Stock. (d) The Seller Except to the extent prohibited by applicable Laws, each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the Purchaser agree thatother party to review in advance (and to consider in good faith any comments made by the other party in relation to) any proposed substantive communication by such party to any Governmental Authority. Except to the extent prohibited by applicable Laws, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation neither of the Business parties to this Agreement shall agree to participate in any substantive meeting, telephone call or to preserve discussion with any right or benefit under any Contract to which the Seller is a party Governmental Authority in respect of the Business is not obtained prior any filings, investigation (including any settlement of an investigation), or other inquiry related to the Closing, the Seller will, subsequent to the Closing, cooperate transactions contemplated by this Agreement unless it consults with the Purchaser other party in attempting advance and, unless prohibited by such Governmental Authority, gives the other party the opportunity to obtain attend and participate at such consentmeeting, approval telephone call or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closingdiscussion. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third Each party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, use reasonable best efforts coordinate and cooperate fully with the other Party party hereto in exchanging such information, subject to obtain applicable Laws and any applicable confidentiality restrictions, and providing such consent assistance as soon the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the applicable Antitrust Laws. The parties to this Agreement shall, and shall cause their respective Affiliates and their respective Representatives to, provide each other with copies of all substantive correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and the Target Subsidiaries; (ii) as practicable after the Closing Date, necessary to comply with contractual arrangements or applicable Laws; and (iii) except with respect as necessary to any Customer Contract (which shall be governed exclusively by Section 5.04(e))address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that the parties may agree to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit exchange of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractcertain specified materials between outside counsel only. (e) The Seller and To the extent the Circular is not finalized prior to the execution of this Agreement, the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot shall: (i) promptly afford all co-operation and assistance and provide all such information as may be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received reasonably requested by the Seller Entities in relation to the preparation of the Circular, including access to, and ensuring reasonable assistance is provided by, its Affiliates in respect professional advisers; and (ii) promptly review and comment on any drafts and revised drafts of such obligations satisfied the Circular submitted to it by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Entities.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser The Purchasers and the Seller shall agree to use its their commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and set forth on Section 5.04 of the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Disclosure Schedule and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016In furtherance of the foregoing, each Party filed party hereto agrees to make its Notification and Report Form required under respective filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and, in any event, within three Business Days after the execution of this Agreement. Each such party shall , and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding . (b) Each party shall promptly notify the foregoing, this Agreement shall not obligate the Purchaser other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to make the matters that are the subject of this Agreement and permit the other party to review in advance any sale, divestiture, license or proposed communication by such party to any Governmental Authority (other disposition than any confidential business information of such party included in a filing that is not required to be agreed upon by the Purchasers and the Seller for purposes of the assets, properties or businesses of submission thereof). Each party shall have the Purchaser or right to participate in any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not relating to consummate the transactions contemplated hereby, except matters that are the subject of this Agreement with the other party’s prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between and to the date hereof and extent permitted by such Governmental Authority. Each party will provide the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval other with copies of all third parties necessary correspondence, filings or desirable in connection communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this AgreementAgreement (other than any confidential business information of such party included in a filing that is not required to be agreed upon by the Purchasers and the Seller for purposes of the submission thereof), including (i) any such consents correspondence, filings and approvals communications to be subject to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Confidentiality Agreement. (c) The Purchaser Each of the Purchasers and the Seller shall cooperate and use its commercially reasonable best efforts to assist take such action as may be required to cause the expiration of the waiting period under the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable after their respective filings under the HSR Act. Each of the Purchasers and the Seller in obtaining shall use commercially reasonable best efforts to resolve such consents and amendments; providedobjections, howeverif any, that as may be asserted by any Governmental Authority with respect to the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in transactions contemplated by this Agreement under the terms of any ContractHSR Act. (d) The Notwithstanding anything to the contrary contained in this Agreement (including Section 5.04(a)-(c)), neither the Seller (with respect to itself or the Companies, the Company Subsidiaries or the Business) nor the Purchasers or any of their Affiliates shall be obligated to: (i) institute any Action, (ii) agree to the imposition of limitations on the ability of either Purchaser or any Affiliate of the Purchasers to hold, or exercise full rights of ownership of, the Shares, the Business, the Companies and the Company Subsidiaries, (iii) agree to prohibit either Purchaser or any of their Affiliates from effectively controlling in any respect the Business or operations of the Companies and the Company Subsidiaries, (iv) agree thatto any consent decree, in divestiture, hold separate order or comparable arrangement, or any sale, transfer, license, divestiture or other disposition of any assets of either Purchaser, the Companies or the Company Subsidiaries or any of their respective Affiliates, or any limitation on either Purchaser’s acquisition, ownership, operation, effective control or exercise of full rights of ownership, or the termination or amendment of any existing relationships and contractual rights or (v) agree or commit to any other limitation or restriction with respect to the Companies, the Company Subsidiaries, the Business or the Purchasers or their Affiliates or any of their respective businesses or operations. In the event that any the Purchasers grant such written consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for cause the failure Companies to obtain any consent, approval or authorization prior agree to or after the matters as directed by the Purchasers (which agreement may be conditioned upon the consummation of the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within five Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain the consent or approval of all such third parties necessary or desirable party consents and estoppel certificates as are reasonably requested by Purchaser in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including (i) any such including, without limitation, all third party consents and approvals to that are necessary or desirable in connection with the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 transfer of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Material Contracts. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any ContractMaterial Contract which Purchaser in its sole and absolute discretion may deem adverse to the interests of Purchaser or the Business. If solely as a result of such decision by Purchaser, Seller is unable to obtain the consent, such failure shall not be a breach of Seller’s obligations to use reasonable efforts to obtain such consent. (d) The Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated hereby will not be received. (e) Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve Purchaser any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, Seller will use its reasonable efforts to provide Purchaser with the Seller to the Purchaser at the Closing rights and the Purchaser cannot otherwise obtain the benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Contract pursuant to this Section 5.04lease, the license, contract or other agreement or arrangement, and, if Seller provides such rights and benefits, Purchaser shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of The Sellers shall cooperate fully with the Purchaser and use all commercially reasonable efforts in good faith to assist the Seller shall use its reasonable best efforts to obtain Purchaser in obtaining all Required Consents and any other authorizations, consents, orders and approvals (including any authorizations, consents, orders and approvals listed in Section 4.03 of all Governmental Authorities and officials the Disclosure Schedule) that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate Agreements; provided, however, that no Seller shall have any obligation to give any guaranty or other consideration of any nature in connection with the other party in promptly seeking to obtain all such any authorizations, consents, orders and approvals. On May 20The Sellers agree to provide to the Purchaser such information as any Educational Agencies or other parties may require, 2016, each Party filed its Notification in connection with their review of any related application. The Sellers agree to cooperate before and Report Form required under after the HSR Act Closing at the Purchaser’s expense to assist the Purchaser to obtain or renew any Educational Approvals or any other necessary authorizations and approvals from Governmental Authorities or Educational Agencies with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to Institution, including obtaining U.S. DOE Approvals on a provisional basis after the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Closing Date. (b) Between the date hereof The Sellers shall give promptly such notices to third parties and the Closinguse all commercially reasonable efforts, the Seller shall use its reasonable best efforts in good faith, to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may deem reasonably necessary or desirable in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; provided, including (i) however, that no Seller shall have any obligation to give any guaranty or other consideration of any nature in connection with any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020or estoppel certificates. (c) The Purchaser shall cooperate and use its all commercially reasonable efforts efforts, in good faith, to assist the Seller Sellers in giving such notices to third parties and obtaining such third-party consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement that the Purchaser in its reasonable discretion may deem adverse to the interests of the Purchaser or the Institution. (d) The Seller Sellers shall cooperate and use all commercially reasonable efforts, in good faith, to assist the Purchaser in prosecuting and expediting any necessary applications in respect of the Institution’s continued participation in the Title IV Programs. (e) The Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve the Company any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller Sellers or the Company is a party in respect of the Business is not obtained prior to the Closingdate hereof, the Seller Sellers will, subsequent to the Closingdate hereof, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller parties shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably Purchaser Shareholder shall cooperate fully with the other party Seller Parent in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20. (b) Without limiting the generality of the Purchaser’s and the Purchaser Shareholder’s undertaking pursuant to Section 5.03(a), 2016the Purchaser and the Purchaser Shareholder agree to use best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, each Party filed its Notification and Report Form required under competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the HSR Act with respect parties hereto to expeditiously close the transactions contemplated hereby no later than March 31, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by this Agreement. Each consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser and the Purchaser Shareholder shall use best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (c) Each party shall promptly notify the other parties of any communication it or any of its Affiliates or receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the assets, properties, businesses other parties to be acquired pursuant hereto or otherwise take review in advance any action that limits the freedom of action with respect to, or its ability proposed communication by such party to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant Governmental Authority. No party shall agree to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between in advance and, to the date hereof extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third other parties necessary or desirable may reasonably request in connection with the foregoing. The parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and After the Closing, the Seller shall give promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may reasonably deem necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Purchaser or the Seller thereunder. The Purchaser shall cooperate and Seller will use its commercially reasonable efforts to assist obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller in obtaining such consents and amendments; provided, however, thereunder so that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature would not in connection with any fact receive all such consent or amendment or to consent to any change in rights, the terms of any Contract. (d) The Seller and the Purchaser agree that, will cooperate in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit a mutually agreeable arrangement under any Contract to which the Seller is a party Purchaser would obtain the benefits and assume the obligations thereunder in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate accordance with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04subcontracting, sub-licensing, or sub-leasing to the Purchaser, or under which the Seller shall have no Liability would enforce for the failure benefit of the Purchaser, with the Purchaser assuming the Seller's obligations, any and all rights of the Seller against a third party thereto. The Seller will promptly pay to obtain any consent, approval or authorization prior to or after the Closing. If Purchaser when received all monies received by the Seller under any Purchased Asset or Assumed Liability is not able to be transferred to any claim or right or any benefit arising thereunder. In such event, the Seller and the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under the benefits and obligations of any relevant underlying Contract, the Seller shall deliver or remit Purchased Asset have not been provided to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller alternative arrangements satisfactory to the Purchaser at and Seller, negotiate in good faith an adjustment in the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractPurchase Price. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the The Seller shall use its reasonable best commercial efforts to obtain all authorizations, consents, orders and approvals of all third parties, including all Governmental Authorities and officials that may be or become reasonably necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within ten (10) Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the filing fee for such HSR Act or enter into any agreement with any Governmental Authority not to consummate filing shall be borne by the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Purchaser. (b) Between the date hereof and the Closing, the The Seller shall cooperate and use its reasonable best commercial efforts to obtain or assist the consent or approval of all Purchaser in obtaining such third parties party consents and estoppel certificates as may be reasonably necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser or the Business. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization reasonably necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve any right or benefit under any Assumed Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as is reasonably practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver use its reasonable commercial efforts to provide the Purchaser with, or remit cause to be provided to the Purchaser all economic benefit Purchaser, the rights and benefits of the affected Assumed Contract for the term of such Purchased Asset Assumed Contract. To the extent that any Assumed Contract is not capable of being assigned, transferred, subleased or Assumed Liability and sublicensed without the Purchaser shall perform consent or waiver of the Seller’s commercial obligations relating to other party thereto or any third party including a government or governmental unit, or if such Purchased Asset assignment, transfer, sublease or Assumed Liability until such time as such Purchased Asset sublicense or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of doubtany law, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to decree, order, regulation, or other governmental edict, this Section 5.04, the Purchaser Agreement shall not assumeconstitute an assignment, transfer, sublease or sublicense thereof, or have an attempted assignment, transfer, sublease or sublicense of any Liability in respect of, such Assumed Contract. (e) The Seller and the Purchaser agree that if In using its reasonable commercial efforts to obtain any authorization, order, consent, approval approval, assignment, estoppel certificate or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contractwaiver hereunder, the Seller shall not be obligated to incur costs, expenses (including third-party legal fees) and its Affiliates shall to (collectively, "Consent Costs") which, along with all other Consent Costs incurred by the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer ContractSeller, (Bx) exceed $500,000 in the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, aggregate and (Cy) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred are other than one-time costs to be paid in connection with the Purchaser’s performance of (obtaining such authorization, order, consent, approval, assignment or as a result of the failure of the Purchaser to perform) such obligationswaiver. For the avoidance sake of doubtclarity, the foregoing Audiovox shall not limit the closing condition set forth in Section 8.02(f)(i)have any obligation to incur Consent Costs.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller parties to this Agreement shall use its all commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals Permits of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and will reasonably cooperate fully with the other party one another in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification All fees and Report Form required under costs associated with obtaining such Permits shall be borne by the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, whether or not the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent terms of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendmentsPermits provide otherwise; provided, however, that the Purchaser Seller shall have no obligation not be obligated to give make any guarantee commercially unreasonable non-monetary accommodation or other consideration of any nature concession in connection with any the foregoing. (b) Seller shall use its commercially reasonable efforts to obtain all Third Party Consents on terms reasonably satisfactory to Purchaser and the Parents, and all fees and costs payable to the consenting Person associated with obtaining such consent Third Party Consents shall be borne by the Seller, whether or amendment or to consent to any change in not the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicableThird Party Consents provide otherwise; provided, however, that other than Seller shall not be obligated to make any commercially unreasonable non-monetary accommodation or concession in respect connection with the foregoing. Seller shall use its commercially reasonable efforts to obtain all Governmental Consents on terms reasonably satisfactory to Purchaser and the Parents, and all fees and costs payable to the applicable Governmental Authority associated with obtaining such Governmental Consents shall be borne by the Seller, whether or not the terms of a failure such Governmental Consents provide otherwise; provided, however, that Seller shall not be obligated to comply make any commercially unreasonable non-monetary accommodation or concession in connection with its obligations under this Agreementthe foregoing. (c) Purchaser shall cooperate fully with Seller to obtain the consents of the holders of Principal Guaranties to the release of the Seller and/or the Principals (as the case may be) from liability thereunder, and the substitution of either of the Parents as guarantor thereunder, effective upon the Closing, in form and substance reasonably satisfactory to Seller (the “Principal Guaranty Releases”), and all fees and costs payable to the applicable holder associated with obtaining such Principal Guaranty Releases shall be borne by the Seller, whether or not the terms of such Principal Guaranty Releases provide otherwise; provided, however, that Seller shall not be obligated to make any commercially unreasonable non-monetary accommodation or concession in connection with the foregoing. (d) For purposes of clarity, the parties hereby acknowledge and agree that if the terms of any Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases provide that the Purchaser, the Parents or any of their respective Affiliates shall have any Liability for any fees or costs payable to or on behalf of the consenting Person (including this Section 5.04such consenting Person’s attorneys’ fees) associated with obtaining such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases, all of such fees and costs payable to or on behalf of the consenting Person (including such consenting Person’s attorneys’ fees) shall nevertheless be borne by the Seller, and the Seller shall have no Liability for right of contribution against the failure to obtain Companies, the Transferred Entities, the Roseland Property Assets, Parents or Purchaser or any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its their respective Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively of the foregoing fees or costs, and the Seller hereby unconditionally, fully and finally releases the Companies, the Transferred Entities, the Roseland Property Assets, Parents, Purchaser and their respective Affiliates from any claim of any kind or nature for, and waives any and all rights of every kind or character with respect to, indemnification or contribution by Section 5.04(e))the Companies, the Transferred Entities, the Roseland Property Assets, Parents or Purchaser or their respective Affiliates with respect to such fees and costs. To the extent permitted under that Purchaser, the Parents or any relevant underlying Contractof their Affiliates are required by the terms of such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases to pay or reimburse any consenting third party for costs and fees associated with obtaining such Permits, Third Party Consents, Governmental Consents or Principal Guaranty Releases, then the Seller shall deliver or remit advance the funds for the payment of such costs and fees to the Purchaser all economic benefit Purchaser, the Parents or their Affiliates, as applicable. The parties hereby further acknowledge and agree as follows with respect to indemnification or guaranty Liabilities assumed by the Purchaser, the Parents or any of such Purchased Asset their respective Affiliates in connection with obtaining any Permits, Third Party Consents, Governmental Consents or Assumed Liability Principal Guaranty Releases: (i) one or more of the Parents shall assume (A) that certain Contribution and Indemnification Agreement, dated as of January 18, 2012, between The Prudential Insurance Company of America and the Seller (it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser shall perform the Seller’s commercial obligations relating Indemnified Parties from and against all Liabilities thereunder with respect to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant any and all periods prior to the foregoing clause Closing) and (iB) that certain Contribution and Indemnification Agreement, dated as of April 25, 2011, between PRISA III REIT Operating, L.P. and the Seller (it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all Liabilities thereunder with respect to any and all periods prior to the Closing). For ; (ii) one or more of the avoidance Parents, on the one hand, and Seller, on the other hand, shall be jointly and severally liable with respect to any indemnification Liability under Section 9 of doubtthat certain Consent to Assignment and Amendment to Amended and Restated Operating Agreement dated on or about the date of this Agreement, if among PruRose Riverwalk G, L.L.C., West New York Parcel G Apartments Investors LLC, and MC Roseland NJ Holdings L.L.C; (iii) one or more of the Parents shall be liable with respect to any Contract included indemnification or guaranty Liability under those Third Party Consents and Principal Guaranty Releases set forth on Schedule 5.07(d), it being acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against the indemnification and guaranty Liabilities thereunder that are referenced in Schedule 5.07(d), with respect to any and all periods prior to the Purchased Assets cannot be assigned Closing; and (iv) with respect to any other indemnification Liabilities assumed by the Purchaser, the Parents or any of their respective Affiliates from and after the date of this Agreement in connection with obtaining any Governmental Consents, it is hereby acknowledged and agreed that Seller shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all indemnification and guaranty Liabilities thereunder with respect to any and all periods prior to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractClosing. (e) The Seller and Each party to this Agreement shall promptly notify the Purchaser agree that if other party of any consent, approval communication it or authorization necessary to effect the transfer any of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall receives from, or sends to, any Governmental Authority relating to the matters that are the subject of this Agreement and permit, to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closingpracticable, the Purchaser shall indemnify the Seller and its representatives for other party to review in advance any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser proposed communication by such party to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)any Governmental Authority.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Seller and the Seller Purchaser shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, this Agreement. The Seller will, and will reasonably cause the Pershing Companies to, cooperate with the other party Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Purchaser or the Seller, as the case may be). On May 20Neither the Seller nor the Purchaser shall knowingly take any action that would have the effect of delaying, 2016impairing or impeding the receipt of any required approval. Notwithstanding the foregoing, nothing shall prevent the Purchaser or any of its Affiliates from conducting their business in the ordinary course. The Seller and the Purchaser each Party filed its Notification agree to make, or to cause to be made, (i) an appropriate filing of a notification and Report Form required under report form pursuant to the HSR Act and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement within fifteen Business Days after the date of this Agreement in the case of the HSR Act, and as promptly as reasonably practicable in the case of any other filing or notification, and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Act or any other applicable Law. (b) Each party to this Agreement, to the foregoingextent permitted by applicable Law, this Agreement shall not obligate promptly notify the Purchaser other party of anycommunication it or any of its Affiliates receives from any Governmental Authority relating to make the matters that are the subject of this Agreement and, to the extent practicable, permit the other party to review in advance any salesuch proposed communication by such party to any Governmental Authority, divestitureother than ordinary course filings. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, license investigation or other disposition inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting except to the extent that such meeting, in the reasonable judgment of such party, would involve confidential discussions with a bank regulatory authority. Subject to the assetsConfidentiality Agreement, properties each party to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and Back to Contents providing such assistance as such other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. Subject to the Confidentiality Agreement, each party to this Agreement will provide the other party with copies of all correspondence, filings or businesses of the Purchaser communications between it or any of its Affiliates representatives, on the one hand, and any Governmental Authority or members of its staff, on the assetsother hand, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of this Agreement and the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to transactions contemplated by this Agreement. The Seller, preceding provisions of this Section 5.04(b) apply only through the Purchaser and their respective Affiliates Closing Date or termination of this Agreement; except that the foregoing provisions of this subparagraph (b) shall not extend any waiting period or comparable period under continue to apply to the HSR Act or enter into any agreement with any extent that a Governmental Authority not to consummate requires a filing or notification promptly following the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)Closing Date. (bc) Between the date hereof Each party agrees to cooperate in obtaining any other consents and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable approvals that may be required in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller The Sellers shall use its reasonable their best efforts to obtain (or cause the Company to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Escrow Agreement and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within five Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between The Sellers shall or shall cause the date hereof Company to give promptly such notices to third parties and the Closing, the Seller shall use its reasonable or their best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller Sellers in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser, the Company or the Business. (d) The Seller None of the Sellers knows of any reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated hereby will not be received. (e) Each of the Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve the Company any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which any such Seller or the Seller Company is a party in respect of the Business is not obtained prior to the Closing, the such Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, such Seller shall use its best efforts to provide the Seller to the Purchaser Company, at the Closing Company's sole expense, with the rights and the Purchaser cannot otherwise obtain the benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Contract pursuant to this Section 5.04lease, license, contract or other agreement or arrangement, and, if such Seller provides such rights and benefits, the Purchaser Company shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller Parties shall use its commercially reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may (including by making, or causing to be made, all appropriate filings of notifications or become reports) necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party in promptly seeking to obtain all (such authorizations, consents, orders and approvals, “Governmental Approvals”). On May 20ONEOK and the NBP Partnerships shall, 2016and ONEOK shall cause the Entities to, each Party filed its Notification cooperate in promptly seeking to obtain the Governmental Approvals. (b) Neither ONEOK nor the NBP Partnerships shall intentionally take any action that would be reasonably expected to delay, impair or impede the receipt of any Governmental Approvals. ONEOK and Report Form the NBP Partnerships agree to make, or to cause to be made, all appropriate filings of notifications and reports required under to obtain the HSR Act with respect Governmental Approvals promptly after the date of this Agreement and to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant by Governmental Authorities responsible therefor. As defined further below, the parties shall cooperate in making any such filings. ONEOK and the NBP Partnerships agree to use their commercially reasonable efforts to avoid or eliminate each and every impediment under any Legal Requirement that may be asserted by any Governmental Authority in connection with the Governmental Approvals so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement. ONEOK and the NBP Partnerships agree to use commercially reasonable efforts to vacate or lift any order relating to the HSR Act. Notwithstanding Governmental Approvals that would have the foregoing, this Agreement shall not obligate the Purchaser or any effect of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, making any of the businessestransactions contemplated by this Agreement illegal or otherwise prohibiting their consummation. Notwithstanding any other terms or provisions of this Agreement, product lines in no event shall the NBP Partnerships or their Subsidiaries be deemed to have any obligation to dispose of any assets or properties (including any assets or properties of the Purchaser and its Affiliates Entities) or those that to enter into any agreement with any Person in order to obtain early termination or expiration of the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into to obtain any agreement other Governmental Approvals. (c) Each Party shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, including any filing, investigation or inquiry, and, subject to applicable Law, permit the other Parties to review in advance any proposed communication by such Party to, or filing by such party with, any Governmental Authority. No Party shall agree to participate in any meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of other Parties in advance and, to the extent permitted by such Governmental Authority, affords the other parties hereto (which consent shall not be unreasonably withheld). (b) Between Parties the date hereof reasonable opportunity to attend and participate. Each Party will coordinate and cooperate fully with the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with any other Governmental Approvals. Each Party will provide the other Parties with copies of all correspondence, filings or communications between such Party or any of its Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals with respect to the assignment Party hereto making a filing, providing copies of all such documents to the non-filing Parties and their Representatives prior to filing (except that no Party hereto shall be under an obligation of any Contractskind to provide the other Parties with documents, including Customer Contracts and any Contracts set forth on Section 3.02 material or other information relating to such Party’s valuation of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any ContractBusiness). (d) The Seller NBP Partnerships and the Purchaser agree thatONEOK shall (and shall each cause their respective Affiliates to) use commercially reasonable efforts to obtain all consents, in the event authorizations, waivers and approvals of third parties that any consent, approval of the Parties or authorization necessary or desirable their respective Affiliates (including the Entities) are required to obtain in order to facilitate consummate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contracttransactions contemplated hereby. (e) The Seller and Northern Border shall use commercially reasonable efforts to list the Purchaser agree that if any consentCommon Units to be issued to ONEOK pursuant to this Agreement on the New York Stock Exchange, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall prior to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations Closing Date or immediately upon conversion of the Seller Units into Conversion Units, subject to official notice of issuance. (f) The Parties agree to cooperate and its Affiliates under such Customer Contractassist in the filing of proxy solicitation materials relating to matters contemplated hereby requiring a vote of the holders of the outstanding Common Units of Northern Border, (B) the Seller and its Affiliates shall as promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and as practicable after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)date hereof.

Regulatory and Other Authorizations; Notices and Consents. (a) Each Subject to the terms and conditions of this Agreement, prior to the Closing (any Later Closing with respect to the Purchased Assets transferring at such Later Closing), each of Buyer and Parent shall use its reasonable best efforts to: (i) cooperate with one another in determining which filings are required to be made by each of them prior to Closing or any Later Closing with, and which consents, approvals, permits or authorizations are required to be obtained by each of them prior to Closing or any Later Closing, respectively, from, Governmental Authorities or other Persons (including counterparties to Contracts) in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement, and (ii) assist one another in timely making all such filings and timely seeking all applicable consents, approvals, permits, authorizations and waivers required to be made and obtained as set forth on Section 5.03 of the Purchaser and Seller Disclosure Schedule. Without limiting the Seller generality of the foregoing, Buyer shall use its reasonable best efforts to provide any guarantees of obligations under an Assumed Contract or Business Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Assumed Contract or Business Permit. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain all authorizationsany consent or approval required or reasonably advisable for the consummation of the transactions contemplated hereby under any Assumed Contract. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, consentsBuyer and Parent shall provide one another with drafts of such application or filing (excluding or, orders as appropriate, restricting access to any confidential information included in such application or filing) and approvals of all Governmental Authorities afford one another a reasonable opportunity to comment on such drafts. Notwithstanding anything herein to the contrary, Parent shall determine the strategy to be pursued for obtaining and officials that may be or become necessary for its execution and delivery of, and lead the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party in promptly seeking effort to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act necessary actions or nonactions or consents from Governmental Authorities in connection with respect to the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 5.03(a), each of Buyer and Parent shall (and shall use its reasonable best efforts to cause its Subsidiaries, directors, officers, employees, agents, attorneys, accountants and representatives to) use reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Governmental Order that would restrain, prevent or delay consummation of the transactions contemplated hereby. Each such party shall supply as promptly as reasonably practicable Subject to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoingprovisions of this Section 5.03, this Agreement neither Buyer nor Parent shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control or competition Laws not to consummate the transactions contemplated hereby, except with the prior written consent of one another. (c) Each of Buyer and Parent shall, (i) promptly notify one another of any written or verbal communication to that party or its Affiliates from any Governmental Authority located in the United States and, to the extent practicable, outside of the United States and, subject to applicable Law, if practicable, permit one another to review in advance or engage in consultation, as appropriate, concerning any proposed written or verbal communication to any such Governmental Authority and consider in good faith the other party’s comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, (iii) respond as fully and promptly as practicable to any inquiries or requests for information or documents received from any Governmental Authority, and (iv) furnish one another with copies of all correspondence, filings and written communications between such Parties and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the transactions contemplated hereby (it being understood that the parties hereto (which may designate any competitively sensitive materials provided to the other under this Section 5.03 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 shall not be unreasonably withheldof the party provided such materials). (bd) Between Buyer and Parent (including Parent’s respective Affiliates) shall use reasonable best efforts, prior to the date hereof earlier of the Closing and the Closingtermination of this Agreement, to ensure that no Governmental Authority enters any Governmental Order, establishes any Law or takes any other action preliminarily or permanently restraining, enjoining or prohibiting the Seller shall use its reasonable best efforts to obtain the consent or approval consummation of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) responding as promptly as reasonably practicable to any such consents and approvals investigation or other inquiry from a Governmental Authority seeking to enjoin, unwind or modify the transactions contemplated by this Agreement. Notwithstanding anything to the assignment of any Contractscontrary, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser Buyer shall have no obligation to give propose or commit to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses that are the subject of the transactions contemplated by this Agreement (including the Purchased Assets and the Business) or of the Buyer or its Affiliates; (ii) terminating existing relationships, contractual rights or obligations with respect to the Purchased Assets or of Buyer or its Affiliates; (iii) terminating any guarantee venture or other consideration arrangement; (iv) creating any relationship, contractual rights or obligations of the Buyer or its Affiliates; or (v) effectuating any nature other change or restructuring of the Buyer or its Affiliates (and, in each case, to enter into agreements or stipulate to the entry of a Governmental Order or file appropriate applications with any Governmental Authority in connection with any such consent or amendment or to consent to any change of the foregoing and in the terms case of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval actions by or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively the Purchased Assets, by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating consenting to such Purchased Asset action by Parent); or Assumed Liability until such time as such Purchased Asset (vi) contesting, administratively (through the initiation, response or Assumed Liability may be assigned to Purchaser pursuant to defense of a legal action) or in court, any Governmental Order or other action of any Governmental Authority regarding the foregoing clause (i). For transactions contemplated by this Agreement following the avoidance earlier of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits termination of such Contract pursuant this Agreement (but subject to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i2.06(c)).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements to which it is a party and will reasonably cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make promptly its respective filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement but in no event more than 10 Business Days of the date of this Agreement and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. . (b) Notwithstanding the foregoingSection 5.04(a), nothing in this Agreement shall not obligate shall: (i) require the Purchaser or to defend against any of its Affiliates litigation brought by any Governmental Authority seeking to make any sale, divestiture, license or other disposition prevent the consummation of the assetstransactions contemplated by this Agreement and the Ancillary Agreements; (ii) require any party to waive or exercise any right hereunder which is waivable or exercisable in the sole discretion of such party; or (iii) require the Purchaser, properties or businesses of the Purchaser or any of its Affiliates or any of the assetsCompanies to divest or hold separate, properties, businesses to be acquired pursuant hereto or otherwise take or commit to take any action that limits the Purchaser’s or any of the Companies’ freedom of action with respect to, or its their ability to retain, the Companies or any material portions thereof or any of the businesses, product lines lines, properties or assets of the Companies, in connection with the receipt of any necessary approvals under the HSR Act. Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), between the date of this Agreement and the Closing, the Purchaser and its Affiliates shall not acquire or those enter into an agreement to acquire assets, properties or businesses, that would, or would reasonably be likely to, result in a material delay in, or prevent the Purchaser is acquiring pursuant to consummation of, or result in the imposition of conditions by any Governmental Authority for the consummation of, the transactions contemplated hereby under any antitrust, competition, trade-regulation or other Law that may be asserted by any Governmental Authority or any other party. (c) For purposes of facilitating the performance of each party’s obligations under this Agreement. The SellerSection 5.04, the Purchaser and their respective the Seller shall permit each other to review in advance any proposed communication by such party to any Governmental Authority relating to the subject matter of this Agreement and shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to such matters. For purposes of the facilitating the performance of each party’s obligations under this Section 5.04, neither party to this Agreement shall not extend agree to participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not to consummate the transactions contemplated herebyin respect of any filings, except investigation or other inquiry unless it consults with the prior written consent of other party in advance and, to the extent permitted by such Governmental Authority, gives the other parties hereto (which consent shall not be unreasonably withheld). (b) Between party the date hereof opportunity to attend and participate at such meeting. Subject to the ClosingConfidentiality Agreement and applicable Laws relating to the sharing of information, the Seller shall use its reasonable best efforts parties to obtain this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the consent or approval of all third parties necessary or desirable other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including . Notwithstanding this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e5.04(c)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, be under no obligation to disclose or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary deliver to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations confidential analyses of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received transactions contemplated hereby prepared by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure on behalf of the Purchaser to performfor the purpose of evaluating such transactions or legally privileged materials, including, without limitation, materials that constitute “4(c) such obligations. For documents” under the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)HSR Act.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Parent and the Seller Company shall use its respective reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably Agreement; (ii) cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. On May 20Each party hereto agrees to make as promptly as practicable (and, 2016in any event, each Party filed no later than five (5) Business Days following the date hereof), its Notification and Report Form required under respective filing (or notification), if necessary, pursuant to the HSR Act and any other applicable antitrust, competition, or trade regulation Law with respect to the transactions contemplated by this Agreement. Each such party shall Transactions and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR ActAct and other applicable antitrust, competition, or trade regulation Law. Notwithstanding Parent shall pay all fees or make other payments required by applicable Law to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals. (b) Without limiting the foregoinggenerality of Parent’s undertaking pursuant to Section 5.4(a), this Agreement Parent shall not obligate the Purchaser use its reasonable best efforts to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the Transactions prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of Transactions. In addition, Parent shall use reasonable best efforts to defend on the merits any claim asserted by any party in order to avoid entry of any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date. Notwithstanding anything to the contrary contained herein, nothing in this Section 5.4 shall require Parent and its Affiliates to, and “reasonable best efforts” shall not be deemed to require Parent and its Affiliates to, take any action that, individually or in the aggregate, would reasonably be expected to have a material and adverse impact on (i) the business, financial condition or results of operations of the Purchaser Company and its Subsidiaries, taken as a whole, or (ii) the reasonably expected benefits to Parent of completing the Merger, which reasonably expected benefits shall be measured at a level of those reasonably likely to have a material and adverse impact on the Company and its Subsidiaries, taken as a whole, and not at the level or measure that would reasonably likely to have a material and adverse impact on Parent and its Affiliates, taken as a whole. (c) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant parties to this Agreement. The Seller, the Purchaser and their respective Affiliates Agreement shall not extend agree to participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of any filings, investigation (including any settlement of an investigation), or other inquiry unless it consults with the Business is not obtained prior other party in advance and, to the Closingextent permitted by such Governmental Authority, gives the Seller will, subsequent other party the opportunity to the Closing, cooperate with the Purchaser in attempting to obtain attend and participate at such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closingmeeting. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third Each party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, use reasonable best efforts coordinate and cooperate fully with the other Party party hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties to obtain such consent this Agreement shall, and shall cause their respective Affiliates and their respective Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and its Subsidiaries; (ii) as soon as practicable after the Closing Date, necessary to comply with contractual arrangements or applicable Laws; and (iii) except with respect as necessary to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver address reasonable attorney‑client or remit to the Purchaser all economic benefit of such Purchased Asset other privilege or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractconfidentiality concerns. (ed) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing parties hereto understand and agree that all obligations of the Company, Parent and Merger Sub relating to the Financing shall be governed solely by Section 5.12 and not limit the closing condition set forth in by this Section 8.02(f)(i)5.4.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser The Company, Parent and the Seller Merger Sub shall each use its reasonable best efforts to promptly obtain all authorizationsConsents of, consentsand make all Filings with, orders and approvals of all Governmental Authorities and officials and obtain all Consents of, and give all notices to, third parties, in each case, that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party in promptly seeking to obtain all such authorizationsConsents and making such Filings. Notwithstanding the foregoing or any other covenant herein contained, consentsnothing in this Agreement shall be deemed to require Parent, orders and approvals. On May 20the Company or any of their respective Affiliates or Principal Stockholders or any portfolio company of any Principal Stockholder (i) to divest or hold separate any assets or agree to limit its future activities, 2016method or place of doing business, (ii) to commence any litigation against any Person in order to facilitate the consummation of the transactions contemplated hereby or (iii) to defend against any litigation brought by any governmental entity seeking to prevent the consummation of, or impose limitations on, any of the transactions contemplated hereby. (b) Subject to the last sentence of Section 5.5(a), each Party filed its party hereto agrees to make any required filing of a Notification and Report Form required under pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), with respect to the transactions contemplated by this Agreement. Each such party shall Agreement as promptly as practicable (and in any event within 10 Business Days following the date hereof) and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser Act and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain take, or cause to be taken, as promptly as practicable all other actions consistent with this Section 5.5(b) necessary and reasonably agreed upon by the consent parties to cause the expiration or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 termination of the Disclosure Schedule applicable waiting periods under the HSR Act as soon as practicable. The Company and (ii) Parent shall share equally the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature filing fee in connection with any such consent or amendment or Notification and Report Forms filed pursuant to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation HSR Act. Each of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained Company, Parent and Merger Sub shall consult with each other prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain taking any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except material substantive position with respect to the filings under the HSR Act in discussions with or filings to be submitted to any Customer Contract (which Governmental Authorities, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be governed exclusively by Section 5.04(e))submitted to any Governmental Authorities with respect to filings under the HSR Act, shall not participate in any meeting or have any communication with any such Governmental Authorities unless it has given the others an opportunity to consult with it in advance and, to the extent permitted under by such Governmental Authorities, give the other party the opportunity to attend and participate therein, and shall coordinate with the others in preparing and exchanging such information and promptly provide the others (and their counsel) with copies of all filings, presentations or submissions (and a summary of any relevant underlying Contractoral presentations) made by such party with any Governmental Authorities relating to this Agreement or the transactions contemplated hereby. The parties may, the Seller shall deliver or remit as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability others under this Section 5.5(b) as “outside counsel only.” Such material and the Purchaser information contained therein shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant given only to the foregoing clause (i). For outside legal counsel of the avoidance of doubt, if any Contract included in the Purchased Assets canrecipient and will not be assigned disclosed by the Seller such outside counsel to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04employees, the Purchaser shall not assumeofficers, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations directors of the Seller and its Affiliates under such Customer Contract, (B) recipient unless express permission is obtained in advance from the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result source of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)materials or its legal counsel.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall party hereto shall, as promptly as possible, use its reasonable best efforts to obtain obtain, or cause to be obtained, all consents, authorizations, consents, orders and approvals of from all Governmental Authorities and officials Bodies that may be or become necessary for its execution and delivery of, of this Agreement and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements and will reasonably Agreement. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, consents, orders and approvals. On May 20The parties hereto shall not willfully take any action that will have the effect of delaying, 2016impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each Party filed its Notification and Report Form required under party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within five (5) Business Days after the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities Body any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement (x) Buyer shall not obligate be required to: (A) (1) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer, its Affiliates, the Purchaser Company or any of the Company’s Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party purchaser has been identified or approved prior to the Closing, (2) accept any operational restriction or take or commit to take such other actions that may limit Buyer, its Affiliates to make any saleAffiliates, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser Company or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the Company’s Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, or (3) propose, negotiate, offer or enter into any Order, consent decree, hold separate order or other agreement to effectuate any of the businessesforegoing; or (B) terminate, product lines amend or assets otherwise modify any Contract or other business relationship as may be required to obtain any necessary clearance of the Purchaser any Governmental Body or to obtain termination of any applicable waiting period under any applicable antitrust Laws; and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not (y) no party hereto will extend any waiting period or comparable period under the HSR Act or enter into any agreement or understanding with any Governmental Authority not to consummate the transactions contemplated hereby, except with Body without the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld)party. (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser The Seller and the Seller Parent each shall use its reasonable best efforts to obtain (or cause the Company and the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement as promptly as practicable after, but in any event within ten Business Days of, the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof The Seller and the Closing, Parent each shall or shall cause the Seller shall Company and the Subsidiaries to give promptly such notices to third parties and use its reasonable or their best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller and the Parent in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser, the Company, any Subsidiary or the Business. (d) Neither the Seller nor the Parent knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated hereby will not be received. (e) The Seller Seller, the Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve for the Business, the Company or any Subsidiary any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which the Seller Seller, the Company or any Subsidiary is a party in respect of the Business is not obtained prior to the Closing, the Seller and the Parent each will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall cannot be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller and the Parent each shall deliver use its best efforts to provide the Company or remit to such Subsidiary, as the Purchaser all economic benefit case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Purchased Asset lease, license, contract or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset other agreement or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubtarrangement, and, if any Contract included in the Purchased Assets cannot be assigned by the Seller to or the Purchaser at the Closing Parent provides such rights and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04benefits, the Purchaser Company or such Subsidiary, as the case may be, shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (ef) The Seller and the Purchaser agree that if any consent, approval or authorization necessary Parent shall cause the Company and the Subsidiaries to effect be released from all guarantees of the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the ClosingSeller, the Purchaser shall indemnify Parent and the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance Affiliates of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)either.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Trican Parent and the Seller Xxxxx Parent shall use its commercially reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other Party’s obligations pursuant to, this Agreement and the Ancillary Agreements consummation of the transactions contemplated by, the Transaction Documents, including, without limitation, Consents that may be required under the HSR Act or other Competition Law. Trican Parent and will reasonably Xxxxx Parent shall cooperate with the other party one another in promptly seeking to obtain all such authorizations, consents, orders and approvalsConsents. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Xxxxx Parent and Trican Parent shall use its commercially reasonable efforts to promptly resolve such objections. Notwithstanding anything to the contrary in this AgreementSection 6.8, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement shall require or obligate Xxxxx Parent or any of its Affiliates to, and Trican Parent shall not and shall not permit their Subsidiaries to, without the prior written consent of Xxxxx Parent, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of the Buyer Companies, Seller Companies or any of their respective Affiliates, as applicable. Each In furtherance and not in limitation of the foregoing, to the extent required by applicable Competition Law, each party hereto agrees to make an appropriate filing of a HSR Act Notification with respect to the transactions contemplated hereby (which filing shall request early termination of the waiting period under the HSR Act) as promptly as practicable and in any event within ten Business Days from the date hereof, or such party shall other time as mutually agreed to by the Parties, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR ActAct and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 6.8 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable. Notwithstanding Filing fees with respect to such filing and notifications shall be borne by Xxxxx Parent. (b) Each Party shall promptly notify the foregoing, this Agreement shall not obligate the Purchaser other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to make the matters that are the subject of this Agreement and permit the other Party to review in advance any sale, divestiture, license or other disposition proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates No Party shall not extend agree to participate in any waiting period or comparable period under the HSR Act or enter into any agreement meeting with any Governmental Authority not in respect of any filings, investigation or other inquiry related to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, Agreement (including (i) any such consents and approvals proceedings under or relating to the assignment of any ContractsHSR Act or other Competition Law) unless it consults with the other Party in advance and, including Customer Contracts to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and any Contracts set forth on Section 3.02 of participate at such meeting. The Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Disclosure Schedule and (ii) other Party may reasonably request in connection with the amendment of each AT&T Contract foregoing. Where appropriate, due to extend competition or commercial reasons or otherwise, a Party may limit such disclosure solely to the term of each such contract until August 31, 2020other Parties’ external legal counsel. (c) The Purchaser shall cooperate Buyer and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser Xxxxx Parent shall have no obligation to give any guarantee the primary responsibility for securing the transfer, reissuance or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation procurement of the Business or to preserve any right or benefit under any Contract to which Permits set forth on Schedule 2.1(h) of the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be Disclosure Schedule effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party . Seller Companies shall, and Trican Parent shall cause its Affiliates Seller Companies to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing DateXxxxx Parent’s and Buyer’s efforts in this regard, and (iii) except with respect to assist in any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver transfer or remit to the Purchaser all economic benefit reissuance of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned Permits held by the Seller Companies or the procurement of any other such Business Permits when so requested by Xxxxx Parent and use its commercially reasonable efforts to ensure that all such Business Permits are available to Xxxxx Parent and Buyer without a disruption to the Purchaser at the Closing Business. Seller’s commercially reasonable efforts shall include, but not be limited to, providing copies of all such Business Permits to Buyer, providing Xxxxx Parent and the Purchaser cannot otherwise obtain the benefits Buyer with all information it requires about unshipped balances and other terms and conditions of and compliance with such Contract pursuant Business Permits, and engaging with Governmental Authorities with or as required by Xxxxx Parent and Buyer to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect secure the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations or reissuance of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit Business Permits to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Buyer.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser The Company and the Seller Stockholders shall use its reasonable their best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Escrow Agreement and will reasonably cooperate fully with the other party Parent in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make an appropriate filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement within five Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof The Company shall give promptly such notices to third parties and the Closing, the Seller shall use its reasonable or their best efforts to obtain the consent or approval of all such third parties party consents and estoppel certificates as Parent may in its sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser Parent shall cooperate and use its all reasonable efforts to assist the Seller Company in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that the Purchaser Parent shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which Parent in its sole and absolute discretion may deem adverse to the interests of Parent, the Company or the Business. (d) The Seller None of the Stockholders nor the Company know of any reason why all the consents, approvals and authorizations necessary for the Purchaser consummation of the transactions contemplated hereby will not be received. (e) Each of the Stockholders agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of preserve for the Business or to preserve the Company any right or benefit under any Contract lease, license, contract, commitment or other agreement or arrangement to which any such Stockholder or the Seller Company is a party in respect of the Business is not obtained prior to the ClosingEffective Time, the Seller such Stockholder will, subsequent to the ClosingEffective Time, cooperate with Parent and the Purchaser Surviving Corporation in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any . If such consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by obtained, such Stockholder shall use its best efforts to provide the Seller to the Purchaser Surviving Corporation, at the Closing Surviving Corporation's sole expense, with the rights and the Purchaser cannot otherwise obtain the benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such Contract pursuant to this Section 5.04lease, license, contract or other agreement or arrangement, and, if such Stockholder provides such rights and benefits, the Purchaser Company shall not assume, or have any Liability in respect of, such Contractassume the obligations and burdens thereunder. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party shall for itself use its all reasonable best efforts to obtain (or, in the case of the Seller, cause the Company to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party fully in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect Each party hereto agrees for itself to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any applicable Law. Without limiting the HSR Act. Notwithstanding generality of the foregoing, this Agreement shall not obligate each party hereto will (i) use all reasonable efforts to prevent the Purchaser entry in a judicial or administrative proceeding brought under any antitrust law of its Affiliates to make any sale, divestiture, license preliminary injunction or other disposition order that would make consummation of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyhereby unlawful or would prevent or delay such consummation; and (ii) take promptly, except with in the prior written consent event that such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of the other parties hereto (which consent shall not be unreasonably withheld)such an injunction or order, and diligently prosecute such appeal. (b) Between the date hereof and the Closing, the The Seller shall or shall cause the Company to give promptly such notices to third parties and use its all reasonable best efforts to obtain such third party consents and estoppel certificates as the consent or approval of all third parties Purchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020.. 33 29 (c) The Purchaser shall cooperate and use its all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and amendmentsestoppel certificates; provided, however, that neither the Purchaser nor the Seller shall have no any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or amendment estoppel certificate or to consent to any change in the terms of any Contractagreement or arrangement which the Purchaser may deem adverse to the interests of the Purchaser or the Company or their respective businesses. (d) The Seller and Neither the Purchaser agree thatnor the Seller knows of any reason why all the consents, in approvals and authorizations necessary for the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation consummation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall transactions contemplated hereby will not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contractreceived. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of The Sellers and the Purchaser and the Seller shall each use its their commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and Governmental Orders, exemptions, declarations or approvals of, or filings with or terminations or expirations of all waiting periods imposed by any Governmental Authorities and officials Authority that may be or become necessary for its respective execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements Agreements, and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders orders, exemptions and approvals. (b) Notwithstanding anything to the contrary, the Purchaser agrees to pay all fees associated with obtaining the authorizations, consents, orders, exemptions, declarations or approvals of, or filings with or terminations or expirations of waiting periods imposed by any Governmental Authority covered by clause (a) above. (c) Without limiting the generality of the undertakings pursuant to Section 5.04(a), the Sellers and the Purchaser agree to use commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as soon as practicable); provided that no Seller nor the Purchaser shall not be required to sell, divest or dispose of assets, properties or businesses which are material to the Sellers or the Purchaser on a combined basis with the Business, taken as a whole. On May 20In addition, 2016the Sellers and the Purchaser shall use commercially reasonable efforts to litigate or defend through litigation on the merits any claim (including, any administrative or judicial Action or proceeding) asserted in a tribunal or court by any party in order to challenge and to avoid entry of, or to have vacated or terminated, any decree, Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (d) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. To the extent reasonably possible, no party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. The parties to this Agreement will coordinate and cooperate fully with each Party filed other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement and applicable Law, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its Notification and Report Form required under staff, on the HSR Act other hand, with respect to this Agreement and the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement (with any Governmental Authority not confidential information redacted therefrom, with a complete copy to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheldSellers’ external counsel). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) Any confidential or proprietary information of the Purchaser required to be provided to the Sellers under this Section 5.04, and so provided, shall be treated by the Sellers as confidential in the same manner, and subject to the same terms and conditions, as applies under the Confidentiality Agreement to confidential information of the Sellers. (f) The Seller parties to this Agreement will coordinate and cooperate fully with each other in obtaining the landlord’s consent to assignment of that certain Lease, dated September 12, 2008 (as amended or otherwise modified), between Intrawest ULC, as tenant, and Landing Holding Limited and Landing Properties Limited, as landlords (the “HQ Lease”), and the Purchaser agree that if any consent, approval or authorization necessary to effect will take the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, steps required under the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations terms of the Seller and its Affiliates under such Customer ContractHQ Lease to satisfy the conditions to obtaining the landlord’s consent to assignment of the HQ Lease, (B) the Seller and its Affiliates shall promptly payincluding, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closingwithout limitation, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (offering a creditworthy tenant as an assignee, or as offering a result creditworthy guarantor of the failure assignee, in satisfaction of Section 5.1 of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)HQ Lease.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser Seller and the Seller Purchaser shall use its reasonable best efforts to obtain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its and the other Party’s obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements (including securing the transfer, reissuance or procurement of the Transferred Registrations and will reasonably Transferred Permits effective as of the Closing Date. The Seller and the Purchaser shall cooperate with the other party one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that the Seller shall not be required to pay any fees (other than its own attorneys’’ fees) or other payments to any such Governmental Authorities in order to obtain any such Consent. Further, the Seller shall reasonably consult with the Purchaser in connection with the Purchaser’s efforts to obtain replacement Registrations, permits, licenses, certifications and approvalsapprovals relating to the Business not included in the Transferred Registrations and Transferred Permits, provided that the Seller shall not be required to prepare any applications or other documentation, provide any legal advice or pay any fees or other amounts in connection with such activities. (b) Neither the Seller nor the Purchaser shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority contemplated by this Agreement and the Ancillary Agreements. On May 20The Seller and the Purchaser each agree to make, 2016or to cause to be made, each Party filed its Notification if required, an appropriate filing of a notification and Report Form required under report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply Agreement as promptly as reasonably practicable after the date of this Agreement (in any event within ten (10) Business Days thereafter) and to the appropriate Governmental Authorities supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding The Seller and the foregoingPurchaser each agree to make, or to cause to be made, if required, (i) an appropriate pre-notification filing pursuant to the Competition Law of the Federal Republic of Germany and the Republic of Austria with respect to the transactions contemplated by this Agreement shall not obligate as promptly as practicable after the Purchaser date of this Agreement (in any event within fifteen (15) Business Days thereafter), and (ii) an appropriate filing or notification pursuant to the Competition Law of the Federal Republic of Germany and the Republic of Austria with respect to the transactions contemplated by this Agreement as promptly as practicable after receipt of confirmation from the applicable Government Authority that such filing or notification is ready for submission (in any event within two (2) Business Days thereafter)), and to supply promptly any additional information and documentary material that may be requested pursuant to the Competition Law of the Federal Republic of Germany and the Republic of Austria. If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, private party challenging any of the businessestransactions contemplated hereby as violative of any Competition Law, product lines or assets each of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain promptly resolve such objections and the consent Purchaser shall, at its sole cost and expense, defend any such instituted suit or approval proceeding that seeks to restrict, prevent or prohibit the consummation of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, in order to enable the transactions contemplated by this Agreement and the Ancillary Agreements to be consummated as promptly as practicable. In furtherance of the foregoing, the Purchaser shall, in such manner and with such terms and timing as the Purchaser shall determine in its reasonable discretion, but in any event in such manner as will allow the transactions contemplated hereby to be consummated as promptly as practicable and prior to the Outside Date, and shall cause its Affiliates to, take any and all action, including agreeing to hold separate, divest, or license any of the businesses or properties or assets of the Purchaser or any of its Affiliates (including any Purchased Assets), to terminate any existing relationships and contractual rights and obligations, and propose, offer or commit to alter their business or commercial practices in any way, or otherwise propose, offer, take or commit to take any action that limits the Purchaser’s freedom of action with respect to, or the Purchaser’s ability to retain any of the Purchased Assets, the Business or any Business Product as may be required by (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any such consents and approvals to the assignment of any ContractsCompetition Law, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid the amendment entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order, decision, ruling, holding, or any other legal impediment that has the effect of each AT&T Contract restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement. Further, subject to extend the term limitations set forth below, the Seller shall, in such manner and with such terms and timing as the Purchaser shall determine in its reasonable discretion, but in any event in such manner as will allow the transactions contemplated hereby to be consummated as promptly as practicable and prior to the Outside Date, and shall cause its Subsidiaries to, take any and all action in respect of each the Purchased Assets, including agreeing to hold separate, divest, or license any Purchased Assets, as may be required by (i) the applicable Governmental Authority in order to resolve such contract until August 31objections as such Governmental Authority may have to such transactions under any Competition Law, 2020or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order, decision, ruling, holding, or any other legal impediment that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that (i) the taking, or commitment to take, any such action by the Seller or any of its Subsidiaries is and shall be expressly conditioned upon, and shall be effective only upon, the consummation of the Closing. The fees for all necessary registrations, filings and submissions made pursuant to this Section 7.3 shall be the responsibility of the Purchaser. (c) The Purchaser shall cooperate have the right to determine and use its reasonable efforts direct the strategy and process by which the Parties shall obtain required Regulatory Consents and Competition Consents of all Governmental Authorities in sufficient time to assist achieve Closing by the Seller in obtaining such consents and amendmentsOutside Date; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration will consult with and consider in good faith the views of any nature the Seller in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller therewith and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to shall comply with its obligations under this AgreementAgreement to achieve all Competition Consents required as a condition in sufficient time to achieve Closing by the Outside Date. The Seller shall not, without the Purchaser’s prior written consent (which may be given, conditioned or withheld in the Purchaser’s sole discretion), propose, offer or commit to any action, including this Section 5.04agreeing to hold separate or to divest any of the businesses or properties or assets of the Purchaser or any of its Affiliates (including any Purchased Assets) or to terminate any existing relationships and contractual rights and obligations, or propose, offer or commit to alter their business or commercial practices in any way, or otherwise propose, offer, take or commit to take any action that limits the Purchaser’s freedom of action with respect to, or the Purchaser’s ability to retain any of the Purchased Assets, the Seller Business or any Business Product, or otherwise receive the full benefits of this Agreement. Each Party shall have no Liability for promptly notify the failure to obtain other Party of any consent, approval communication it or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred of its Affiliates receives from any Governmental Authority relating to the Purchaser except matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting, including any telephonic meeting, with the consent any Governmental Authority in respect of any third party and such consent has not been obtained by the Closing Datefilings, (i) the transfer of such Purchased Asset investigation or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred other inquiry related to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate transactions contemplated by this Agreement unless it consults with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e))in advance and, to the extent permitted under any relevant underlying Contractby such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Seller Parties shall deliver or remit to coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability other Party may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred reasonably request in connection with the Purchaser’s performance foregoing and in seeking early termination of (or as a result of any applicable waiting periods including under the failure of HSR Act and any other applicable Competition Laws. Subject to the Purchaser to perform) such obligations. For the avoidance of doubtConfidentiality Agreement, the foregoing Parties shall not limit provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the closing condition set forth in Section 8.02(f)(i)one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except any confidential information or business secrets, which information shall be provided to counsel on a counsel-to-counsel basis only.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Purchaser and the Seller Sellers shall each use its their reasonable best efforts to promptly obtain all authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20Each party hereto agrees to make promptly its respective filing, 2016if necessary, each Party filed its Notification and Report Form required under pursuant to the HSR Act and the Competition Act (the costs of which shall be payable by the Purchaser) with respect to the transactions contemplated by this Agreement. Each such party shall Transactions within ten (10) Business Days of the date hereof and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or the Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. Notwithstanding The Purchaser and Sellers each agree that, during the foregoingterm of this Agreement, this Agreement it will not withdraw its filing under the HSR Act or any other applicable antitrust, competition or trade regulation law without the written consent of the other party. The Purchaser and Sellers each agree that it will not enter into any timing agreement with any Governmental Authority without the written consent of the other party. The Sellers shall not obligate be required to pay any fees, applicable Taxes or other payments to any Governmental Authorities in order to obtain any authorization, notice to proceed, consent, order or approval, including any made pursuant to the HSR Act, Competition Act or Forest Act (British Columbia), in connection with the Transactions. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.09(a), the Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the Transactions as promptly as practicable, and in any event, no later than April 30, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired by it pursuant hereto hereto, and the entry into such other arrangements as are required or otherwise take any action that limits advisable in order to avoid the freedom of action with respect toentry of, or its ability to retaineffect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this AgreementTransactions. The SellerIn addition, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain defend through litigation on the consent merits any claim asserted in court by any party in order to avoid entry of, or approval of all third parties necessary to have vacated or desirable in connection with terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the transactions contemplated Closing by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020Termination Date. (c) The Purchaser Each party to this Agreement shall cooperate promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and use its reasonable efforts permit the other party to assist review in advance any proposed communication by such party to any Governmental Authority. None of the Seller parties to this Agreement shall agree to participate in obtaining such consents and amendments; providedany meeting with any Governmental Authority in respect of any filings, however, that the Purchaser shall have no obligation to give any guarantee investigation or other consideration of any nature inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as such other parties may reasonably request in connection with any such consent or amendment or to consent to any change the foregoing and in the terms seeking early termination of any Contractapplicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. (d) The Seller and the Purchaser agree thatshall not take any action, or enter into any transaction or any agreement to effect any transaction (including any merger or acquisition but not including transactions or agreements in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation ordinary course of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, howeverbusiness), that other than in respect of a failure would reasonably be expected to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, make it more difficult to: (i) obtain the transfer of such Purchased Asset expiration or Assumed Liability shall not be effective as termination of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred waiting period under the HSR Act applicable to the Purchaser only upon such time as such consent has been obtainedpurchase of the Purchased Assets contemplated by this Agreement, (ii) each Party shallobtain the approval under any applicable antitrust, and shall cause its Affiliates tocompetition or trade regulation law, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to avoid the extent permitted under any relevant underlying Contractentry of, the Seller shall deliver or remit to commencement of litigation seeking the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assumeentry of, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer dissolution of, any injunction, temporary restraining order or other order that would prevent the completion of a Customer Contract cannot be obtained with respect to such Customer Contractthe Transactions, or (iv) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the Seller and its Affiliates shall consummation of the Transactions, in each case prior to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i)Termination Date.

Regulatory and Other Authorizations; Notices and Consents. (a) Each The Purchaser and each of the Purchaser and the Seller Sellers shall use its their respective commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and (the Ancillary Agreements “Governmental Approvals”) and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such Governmental Approvals. For the purposes of the definition of “Governmental Approvals”, any authorizations, consentsconsents and approvals from the Jurong Town Corporation shall not be considered a Governmental Approval but shall be an authorization, orders consent or approval of a third party. As soon as practicable after the entry into this Agreement, the parties hereto shall cooperate in the preparation of a notification to the CCS of the sale and approvalspurchase of the Shares hereunder, and the application to it for a decision, in accordance with Section 57(1) of the Competition Act and (if applicable) within the specified time frame (or extensions thereof) as may be stipulated by the CCS. On May 20Each party hereto undertakes not to provide any incomplete, 2016false or misleading information to the CCS in connection with the aforesaid notification and application to the CCS for a decision. The Sellers shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Sellers). (b) Subject to applicable Law, each Party filed party to this Agreement shall promptly notify the other parties of any communication it or any of its Notification controlled Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and Report Form required under permit the HSR Act other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to the matters that are the subject of this Agreement Table of Contents STRICTLY CONFIDENTIAL unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Nondisclosure Agreement and applicable Law, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as each other party may reasonably request in connection with the foregoing. Subject to the Nondisclosure Agreement and applicable Law, the parties to this Agreement will provide the other parties with copies of all correspondence, filings or communications among the parties or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser Each of the Sellers shall cooperate and use its their respective commercially reasonable efforts to assist the Seller in obtaining such promptly obtain all consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature approvals described in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (dSections 3.04(c)(2)(a) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation 3.05(1) of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such ContractDisclosure Schedule. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller party hereto shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, including with respect to the previous filings made by each Party filed its Notification of Purchaser and Report Form required under the Company pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each such party Purchaser shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to pay all filings fees required under the HSR Act. Notwithstanding (b) Without limiting the foregoinggenerality of Purchaser’s undertaking pursuant to Section 6.04(a), this Agreement shall Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate all impediments and objections under any antitrust, competition or trade regulation Law, including, but not obligate limited to, the Purchaser HSR Act, that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby no later than June 30, 2021 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its Affiliates to make any saleassets, divestiture, license properties or other disposition businesses or of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired by it pursuant hereto or otherwise take any action that limits as are required to be divested in order to avoid the freedom of action with respect toentry of, or its ability to retaineffect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the businesses, product lines or assets consummation of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby. In addition, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (b) Between the date hereof and the Closing, the Seller Purchaser shall use its reasonable best efforts at its sole cost to obtain defend through litigation on the consent merits any claim asserted in court by any party in (c) All parties to this Agreement shall promptly notify each other of any communication it or approval any of all third its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit each other to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry unless it consults with the other parties necessary or desirable in advance and, to the extent permitted by such Governmental Authority, gives each other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller Company shall use its best efforts to obtain such third-party consents and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order estoppel certificates to facilitate the operation be effective at Closing with respect to all third-parties identified on Schedule 6.04(d) of the Business or to preserve any right or benefit under any Contract to which Disclosure Schedules. During the Seller is a party in respect of the Business is not obtained prior to eight (8) month period following the Closing, the Seller willand the Principal Seller Members shall, subsequent as may be requested by Purchaser from time to time, cooperate and use all reasonable efforts to assist Purchaser, the Company and the Company Subsidiaries in giving any notices not given prior to the ClosingClosing Date and obtaining any consents and estoppel certificates listed on Schedule 4.04 of the Disclosure Schedules and for which notice was not given or consent was not received, cooperate with the Purchaser in attempting to obtain such consentas applicable, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).

Regulatory and Other Authorizations; Notices and Consents. (a) Each party hereto shall, and shall cause each of the Purchaser and the Seller shall its respective Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements Transition Services Agreement and will (ii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably cooperate with the other request in connection herewith. Each party in hereto agrees to, and shall cause its respective Affiliates to, make promptly seeking its respective filing, if necessary, pursuant to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall Agreement and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, regulatory or trade regulation Law and to supply as promptly as practicable to the foregoingappropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, this Agreement competition, regulatory or trade regulation Law. All fees or other payments required by applicable Law to be made to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals shall not obligate be equally borne by Purchaser and Seller. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser or any shall, and shall cause each of its Affiliates to, use its and their best efforts to make avoid or eliminate each and every impediment under any antitrust, competition, regulatory or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority so as to enable the parties hereto to consummate the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestituredivestiture or disposition of its assets, license properties or other disposition businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, the Purchaser shall, and shall cause its Affiliates to, defend through litigation on the merits any claim asserted in court by any Governmental Authority in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date. (c) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates or any of their respective directors, officers, employees, agents, advisors or other representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither of the assetsparties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, properties, businesses to be acquired pursuant hereto or otherwise take investigation (including any action that limits the freedom settlement of action with respect toan investigation), or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its ability to retain, any of the businesses, product lines or assets of the Purchaser Affiliates and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective directors, officers, employees, agents, advisors or other representatives to, coordinate and cooperate fully with the other party hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The parties to this Agreement shall, and shall cause their respective Affiliates and their respective directors, officers, employees, agents, advisors or other representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective directors, officers, employees, agents, advisors or other representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and the Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) The Purchaser shall not, and shall cause its Affiliates not extend to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it materially more difficult, or to materially increase the time required, to (i) obtain the expiration or termination of the waiting period or comparable period under the HSR Act Act, or enter into any agreement with any Governmental Authority not other applicable antitrust, competition, regulatory or trade regulation Law, applicable to consummate the transactions contemplated herebyby this Agreement; (ii) avoid the entry of, except with the prior written consent commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the other parties hereto transactions contemplated by this Agreement; or (which consent shall not be unreasonably withheld)iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (be) Between The Seller shall, or shall cause the date hereof Company and the ClosingSubsidiaries to, the Seller shall give such notices to third parties (other than Governmental Authorities) and use its commercially reasonable best efforts to obtain the consent or approval of all such third parties party consents as are necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020. (c) . The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract. (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts reasonably cooperate and cooperate assist the Seller, the Company and the Subsidiaries, as applicable, in giving such notices and obtaining such consents. Notwithstanding anything herein to the contrary, in obtaining any waivers, consents or approvals with respect to the transactions contemplated by this Agreement, (i) neither party hereto shall, or shall permit any of its Affiliates to, agree to any amendment of any such instrument which materially changes the terms thereof or imposes any obligation or liability on another party hereto without the prior written consent of such other Party to obtain such consent as soon as practicable after the Closing Dateparty, and (iiiii) except with respect to any Customer Contract (which as otherwise expressly provided by this Agreement, neither party hereto shall be governed exclusively by Section 5.04(e))obligated to execute any guarantees or undertakings or otherwise incur or assume any expense or liability in obtaining any such consent, authorization or waiver. (f) Notwithstanding anything to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included contrary set forth in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, in the Purchaser shall not assumeevent that any authorization, or have any Liability in respect of, such Contract. (e) The Seller and the Purchaser agree that if any consent, order or approval or authorization necessary of any Governmental Authority set forth on Section 3.04 of the Disclosure Schedule (other than any clearance under the HSR Act) required to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of transactions contemplated hereby fails for any reason to be obtained within thirty (30) days after the date on which application therefor shall have been submitted to the relevant Governmental Authority, then the parties hereto shall consider and negotiate in good faith alternative methods by which to obtain, eliminate the need to obtain, or mitigate any delay in obtaining such authorization, consent, order or approval as a result of promptly as reasonably practicable. (g) Notwithstanding the failure of foregoing, nothing in this Section 5.04 shall require, or shall be construed to require, the Purchaser or any of its subsidiaries to perform) such obligations. For sell, divest or dispose of any assets, properties or businesses, or to incur any liabilities, or to otherwise agree or consent to any undertakings to the avoidance of doubt, extent that doing so would materially and adversely affect the foregoing shall not limit Company and the closing condition set forth in Section 8.02(f)(i)Subsidiaries or the Purchaser and its subsidiaries.